Common use of Resignation and Removal of the Trustee, the Custodian or the Certificate Administrator Clause in Contracts

Resignation and Removal of the Trustee, the Custodian or the Certificate Administrator. (a) The Trustee, the Custodian or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Trust Advisor, each holder of a B Note or Serviced Companion Loan and the 17g-5 Information Provider; provided that such resignation shall not be effective until its successor shall have accepted the appointment. The Trustee, the Custodian and the Certificate Administrator, as applicable, shall bear all costs associated with its respective resignation and the appointment of a successor trustee, custodian or certificate administrator, as applicable. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, custodian or certificate administrator, as the case may be, except in the case of the initial Trustee and Certificate Administrator, in which case both shall be so replaced but may be replaced under this paragraph sequentially, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to each of the Master Servicer, the Custodian, the Certificate Administrator and, subject to Section 5.7, the Rating Agencies. If no successor trustee, custodian or certificate administrator shall have been so appointed, as the case may be, and shall have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Custodian or Certificate Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, custodian or certificate administrator, as the case may be. It shall be a condition to the appointment of a successor trustee, custodian or certificate administrator that such entity satisfies the eligibility requirements set forth in Section 7.5 and if, and for so long as, the Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, such appointment shall have been consented to by the Depositor or the depositor under the Other Companion Loan Pooling and Servicing Agreement, as the case may be (which consent shall not be unreasonably withheld).

Resignation and Removal of the Trustee, the Custodian or the Certificate Administrator. (a) The Each of the Trustee, the Custodian or and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Trust Special Servicer, the Operating Advisor, each holder of a B Note or the Certificateholders, the Serviced Companion Loan and Holders and, for posting to the Rule 17g-5 Information Provider; provided that ’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider. Upon such resignation notice of resignation, the Master Servicer shall not be effective until its promptly appoint a successor shall have accepted the appointment. The Trustee, the Custodian and or the Certificate Administrator, as applicable, shall bear all costs associated with its respective resignation and respect to which the appointment of Rating Agencies have provided a successor trustee, custodian or certificate administrator, as applicable. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, custodian or certificate administrator, as the case may be, except in the case of the initial Trustee and Certificate Administrator, in which case both shall be so replaced but may be replaced under this paragraph sequentially, by written instrument, one copy of which instrument shall be delivered Rating Agency Confirmation to the resigning Trustee, one copy to Custodian or Certificate Administrator, as applicable, and the successor trustee and one copy to each of the Master ServicerTrustee, the CustodianCustodian or Certificate Administrator, the Certificate Administrator and, subject to Section 5.7, the Rating Agenciesas applicable. If no successor trusteeTrustee, custodian the Custodian or certificate administrator Certificate Administrator, as applicable, shall have been so appointed, as the case may be, appointed and shall have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee, Custodian or Certificate Administrator, as the case may beapplicable, may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, custodian Custodian or Certificate Administrator, as applicable. The Trustee, the Custodian or the Certificate Administrator, as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time either the Trustee, the Custodian or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.06 or Section 5.10, as applicable, and shall fail to resign after written request therefor by the Depositor or Master Servicer, or if at any time either the Trustee, the Custodian or the Certificate Administrator shall become incapable of acting, or shall be adjudged bankrupt or insolvent, or a receiver of the Trustee, the Custodian or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public officer shall take charge or control of the Trustee, the Custodian or the Certificate Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then the Depositor may remove the Trustee, the Custodian or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee, the Custodian or the Certificate Administrator, as applicable, by written instrument, which shall be delivered to the Trustee, the Custodian or the Certificate Administrator, as applicable, so removed and to the successor Trustee, Custodian or Certificate Administrator, as applicable. The Holders of Certificates entitled to more than 50% of the Voting Rights of all of the Certificates may at any time remove the Trustee, the Custodian or the Certificate Administrator and appoint a successor Trustee, Custodian or the Certificate Administrator, as applicable, by written instrument or instruments, in five originals, signed by such Holders or their attorneys-in-fact duly authorized, one complete set of which instruments shall be delivered to the Depositor, one complete set to the Master Servicer, one complete set to the Trustee (in connection with the removal of the Certificate Administrator or the Custodian), one complete set to the Certificate Administrator (in connection with the removal of the Trustee or the Custodian), one complete set to the Custodian (in connection with the removal of the Trustee or the Certificate Administrator), one complete set to the Trustee, Custodian or Certificate Administrator, as applicable, so removed and one complete set to the successor Trustee, Custodian or Certificate Administrator, as applicable, so appointed, and a copy thereof shall be delivered to the Serviced Companion Loan Holders. In the event that the Trustee, the Custodian or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee, the Custodian or the Certificate Administrator, as applicable). The Trustee, the Custodian or the Certificate Administrator, as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its termination or removal; provided that if the Trustee, the Custodian or the Certificate Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided in the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the Trustee, the Custodian or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the Trustee, the Custodian or Certificate Administrator, as applicable, to a successor trustee or certificate administrator. Any resignation or removal of the Trustee, as the case may be. It shall be a condition to Custodian or the Certificate Administrator and appointment of a successor trusteeTrustee, custodian Custodian or certificate administrator that such entity satisfies Certificate Administrator, as applicable, pursuant to any of the eligibility requirements set forth provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee, Custodian or successor Certificate Administrator, as applicable, as provided in Section 7.5 and if8.08. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2015-P1, Commercial Mortgage Pass Through Certificates, Series 2015-P1” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as, the Trust oras no Control Termination Event is continuing, with respect to any Serviced Companion Loanthe consent of the Controlling Class Representative, and during the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject continuance of a Control Termination Event but prior to the reporting requirements occurrence and continuance of a Consultation Termination Event, after consultation with the Exchange Act, such appointment shall have been consented to by the Depositor or the depositor under the Other Companion Loan Pooling and Servicing Agreement, as the case may be (which consent shall not be unreasonably withheldControlling Class Representative).