Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above. (b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 12 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-C11)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveTrustee.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) 30 days notice to the Depositor, the Trustee and the Certificate Administrator; Paying Agent, provided that (i) a successor master servicer (Aw) is available, (Bx) has a net worth assets of at least $15,000,000 and 15,000,000, (Cy) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein providedprovided and (z) assumes all obligations under the Primary Servicing Agreement; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; and (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication is obtained with respect to such servicing transfer, as evidenced by a letter delivered to the Trustee by each Rating Agency.
Appears in 9 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005 TOP 17), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2004-Top16)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) Sections 4.14 and 4.16 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion independent Opinion of counsel Counsel to such effect delivered to the Issuer, the Depositor, the Seller and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee shall have assumed, or a successor master servicer designated Successor Master Servicer shall have been appointed by the Trustee, with the consent of the Depositor Indenture Trustee and the Certificate Administrator, until such successor shall have assumed assumed, the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency CommunicationAgreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the other parties to this AgreementIndenture Trustee. The If, at any time, the Master Servicer shall bear all costs associated with its resignation and the transfer of servicing resigns under this Section 8.22(a). Notwithstanding the foregoing4.15, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties transfers or assigns its rights and obligations of the Master Servicer under this Agreement. If the Trustee Section 4.16, or an agent of the Trustee assumes the duties and obligations of the is removed as Master Servicer pursuant to this Section 8.22(a)6.03, then at such time Wxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Paying Agent and Note Registrar. In such event, the obligations of each such party shall be assumed by the Indenture Trustee or such agent Successor Master Servicer appointed by the Indenture Trustee (subject to the provisions of Section 6.04); provided, however, the Indenture Trustee shall be permitted have the same right to resign appoint, or petition a court to appoint, a successor Securities Administrator, Paying Agent or Note Registrar as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice pursuant to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication Section 6.04 with respect to such servicing transfera successor Master Servicer.
Appears in 6 contracts
Samples: Servicing Agreement (Renaissance Home Equity Loan Trust 2007-1), Servicing Agreement (Renaissance Home Equity Loan Trust 2007-2), Servicing Agreement (Renaissance Home Equity Loan Trust 2006-2)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee Trustee, the Custodian and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(xA) such successor master servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x DBRS and a commercial mortgage loan securitization that was rated by Xxxxx’x, in each case within the twelve (12) month period prior to the date of determination, and Mxxxx’x neither DBRS nor 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 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 or (yB) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x DBRS and/or Xxxxx’x in such twelve (12) month period, then Mxxxx’x such Rating Agency shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from FitchConfirmation; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 5 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-C9)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear bears all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 4 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Hq13), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Top21), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Top25)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x DBRS and a commercial mortgage loan securitization that was rated by Moody’s, in each case within the twelve (12) month period prior to the date of determination, and Mxxxx’x neither DBRS nor 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x DBRS and/or Moody’s in such twelve (12) month period, then Mxxxx’x such Rating Agency shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
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-C15), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C14)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; , provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 15,000,000, (C) is authorized to transact business directly or through a designee in each jurisdiction of the United States and Mexico where a Mortgaged Property is located, if and to the extent required by applicable law, and (CD) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(xa) such successor master servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x DBRS and a commercial mortgage loan securitization that was rated by Mxxxx’x, in each case within the twelve (12) month period prior to the date of determination, and neither DBRS nor 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 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 or (yb) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by DBRS and/or Mxxxx’x in such twelve (12) month period, then Mxxxx’x such Rating Agency shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from FitchConfirmation; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
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)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x Xxxxx’x within the twelve (12) month period prior to the date of determination, and Mxxxx’x 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.or
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)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) Sections 3.39 and 3.41 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion independent Opinion of counsel Counsel to such effect delivered to the Issuer, the Depositor, the Seller and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee shall have assumed, or a successor master servicer designated Successor Master Servicer shall have been appointed by the Trustee, with Sponsor or the consent of the Depositor Indenture Trustee and the Certificate Administrator, until such successor shall have assumed assumed, the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency CommunicationAgreement. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementIndenture Trustee. The If, at any time, the Master Servicer shall bear all costs associated with its resignation and the transfer of servicing resigns under this Section 8.22(a). Notwithstanding the foregoing3.40, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties transfers or assigns its rights and obligations of the Master Servicer under this Agreement. If the Trustee Section 4.16, or an agent of the Trustee assumes the duties and obligations of the is removed as Master Servicer pursuant to this Section 8.22(a)6.07, then at such time Xxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Custodian, Paying Agent and Note Registrar. In such event, the obligations of each such party shall be assumed by the Indenture Trustee or such agent Successor Master Servicer appointed by the Indenture Trustee (subject to the provisions of Section 6.07); provided, however, the Indenture Trustee shall be permitted have the same right to resign appoint, or petition a court to appoint, a successor Securities Administrator, Paying Agent or Note Registrar as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice pursuant to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication Section 6.07 with respect to such servicing transfera successor Master Servicer.
Appears in 3 contracts
Samples: Sale and Servicing Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC), Sale and Servicing Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC), Sale and Servicing Agreement (Centex Land Vista Ridge Lewisville III General Partner, LLC)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in any Serviced Companion Loan or the A Notes and B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveTrustee.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) 30 days notice to the Depositor, the Trustee and the Certificate Administrator; Paying Agent, provided that (i) a successor master servicer (Aw) is available, (Bx) has a net worth assets of at least $15,000,000 and 15,000,000, (Cy) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (Bz) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) assumes all obligations under the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.Primary Servicing Agreements;
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc Ser 2003 Top9), Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Inc Ser 2003 Top9)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x DBRS and a commercial mortgage loan securitization that was rated by Xxxxx’x, in each case within the twelve (12) month period prior to the date of determination, and Mxxxx’x neither DBRS nor 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x DBRS and/or Xxxxx’x in such twelve (12) month period, then Mxxxx’x such Rating Agency shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 2 contracts
Samples: 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-C15)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear bears all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) 30 days notice to the Depositor, the Trustee and the Certificate Administrator; Paying Agent, provided that (i) a successor master servicer (Aw) is available, (Bx) has a net worth of at least $15,000,000 and 15,000,000, (Cy) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein providedprovided and (z) assumes all obligations under the Primary Servicing Agreement; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; and (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication is obtained with respect to such servicing transfer, as evidenced by a letter delivered to the Trustee by each Rating Agency.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage SecuritiesTrust 2006-Top22), Pooling and Servicing Agreement (Bear Stearns Commercial Mortgage Securities Trust 2006-Top24)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear all out-of-pocket fees and costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Hq8), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Hq12)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) Sections 4.14 and 4.16 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion independent Opinion of counsel Counsel to such effect delivered to the Depositor, the Seller and the Trustee. No such resignation shall become effective until the Trustee shall have assumed, or a successor master servicer designated Successor Master Servicer shall have been appointed by the Trustee, with the consent of the Depositor Trustee and the Certificate Administrator, until such successor shall have assumed assumed, the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency CommunicationAgreement. Notice of such resignation shall be given promptly by the Master Servicer and the Depositor to the other parties to this AgreementTrustee. The If, at any time, the Master Servicer shall bear all costs associated with its resignation and the transfer of servicing resigns under this Section 8.22(a). Notwithstanding the foregoing4.15, if the or transfers or assigns its rights and obligations under Section 4.16, or is removed as Master Servicer pursuant to Section 8.03, then at such time Wxxxx Fargo Bank, N.A. also shall cease resign (and shall be entitled to serve resign) as such in accordance with this Section 8.22(a) Securities Administrator, Paying Agent and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer Certificate Registrar under this Agreement. If In such event, the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), each such party shall be assumed by the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Successor Master Servicer may resign from appointed by the obligations and duties imposed on it, upon thirty Trustee (30) days notice subject to the Depositorprovisions of Section 8.04); provided, however, the Trustee and shall have the Certificate Administrator; provided that (i) same right to appoint, or petition a court to appoint, a successor master servicer (A) is availableSecurities Administrator, (B) Paying Agent or Certificate Registrar as it has a net worth of at least $15,000,000 and (C) is willing pursuant to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication Section 8.04 with respect to such servicing transfera successor Master Servicer.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Renaissance Home Equity Loan Trust 2007-3), Pooling and Servicing Agreement (Renaissance Home Equity Loan Trust 2007-3)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until (i) a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and Agreement, (ii) the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Communication and (iii) the Trustee shall have obtained a Rating Agency Confirmation from S&P. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the applicable criteria in the fourth (4th) preceding sentence aboveSection 8.22(b).
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days days’ notice to the Depositor, the Trustee Trustee, the Custodian and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(xiii)(A) such successor master servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x KBRA within the twelve (12) month period prior to the date of determination, and Mxxxx’x KBRA 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 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 or (yB) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x KBRA in such twelve (12) month period, then Mxxxx’x such Rating Agency shall have provided a Rating Agency Confirmation and Confirmation; (Biv) such successor master servicer has a master servicer rating from Fitch of at least “CMS3” ”; (v) the Trustee shall have obtained a Rating Agency Confirmation from FitchS&P with respect to such successor master servicer; and (ivvi) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
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)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; , provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 15,000,000, and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(xa) such successor master 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 DBRS within the twelve (12) month period prior to the date of determination, determination and neither Mxxxx’x nor DBRS 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 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 or (yb) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x and/or by DBRS in such twelve (12) month period, then Mxxxx’x such Rating Agency shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from FitchConfirmation; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
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)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee Rating Agency Confirmation shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communicationbeen obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveTrustee.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) 30 days notice to the Depositor, the Trustee and the Certificate Administrator; Paying Agent, provided that (i) a successor master servicer (Aw) is available, (Bx) has a net worth assets of at least $15,000,000 and 15,000,000, (Cy) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein providedprovided and (z) assumes all obligations under the Primary Servicing Agreement; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; and (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication is obtained with respect to such servicing transfer, as evidenced by a letter delivered to the Trustee by each Rating Agency.
Appears in 2 contracts
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Dep Series 2002-Hq), Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Series 2002 Top7)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days days’ notice to the Depositor, the Trustee Trustee, the Certificate Administrator and the Certificate AdministratorCustodian; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(xiii)(A)(x) such successor master servicer 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, and Mxxxx’x has not downgraded or withdrawn the then 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 sole or material reason for such downgrade or withdrawal or placement on watch or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and Confirmation, (B) such successor master servicer has a master servicer rating of at least “CMS3” from FitchFitch and (C) such successor master servicer has a master servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar, such successor master servicer is currently acting as a master servicer on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage backed securities transactions rated by any NRSRO, and the Trustee does not have actual knowledge that Morningstar has, and such successor master servicer certifies that Morningstar has not, with respect to any such other commercial mortgage backed securities transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of such commercial mortgage backed securities transaction citing servicing concerns of such successor master servicer as the sole or material factor in such rating action; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 2 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)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given 246 promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear all out-of-pocket fees and costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006 - HQ9)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorDepositor, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveTrustee.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) 30 days notice to the DepositorTrustee, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (Aw) is available, (Bx) has a net worth assets of at least $15,000,000 15,000,000, and (Cy) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; and (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication is obtained with respect to such servicing transfer, as evidenced by a letter delivered to the Trustee by each Rating Agency.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Capital I Tr 2004-Hq3)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x DBRS and a commercial mortgage loan securitization that was rated by Mxxxx’x, in each case within the twelve (12) month period prior to the date of determination, and neither DBRS nor 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by DBRS and/or Mxxxx’x in such twelve (12) month period, then Mxxxx’x such Rating Agency shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2014-C16)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee Rating Agency Confirmation shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communicationbeen obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveTrustee.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) 30 days notice to the Depositor, the Trustee and the Certificate Administrator; Paying Agent, provided that (i) a successor master servicer (Aw) is available, (Bx) has a net worth assets of at least $15,000,000 and (Cy) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; and (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication is obtained with respect to such servicing transfer, as evidenced by a letter delivered to the Trustee by each Rating Agency.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Cap I Inc Dep for Ser 2003 Hq2)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's ccxxi responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear all out-of-pocket fees and costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) 30 days notice to the Depositor, the Trustee and the Certificate Administrator; Paying Agent, provided that (i) a successor master servicer (Aw) is available, (Bx) has a net worth of at least $15,000,000 and 15,000,000, (Cy) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein providedprovided and (z) assumes all obligations under the applicable Primary Servicing Agreement; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; and (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication is obtained with respect to such servicing transfer, as evidenced by a letter delivered to the Trustee by each Rating Agency.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2006-Hq10)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(bsubsections (b) and (d) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines except (a) upon appointment of a successor servicer acceptable to FSA (after consultation with the Indenture Trustee) and receipt by the Indenture Trustee of a letter from each Rating Agency that such a resignation and appointment will not result in a downgrading of the Master Servicer’s rating of any of the Bonds (without regard to the FSA Policy) and with the prior written consent of FSA, or (b) upon determination that its duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itlaw. Any such determination under clause (b) permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Indenture Trustee, the Issuer and FSA, which Opinion of Counsel shall be reasonably acceptable to the Indenture Trustee, the Issuer and FSA. No such resignation shall become effective until the Indenture Trustee (if it is a different entity than the Master Servicer at the time, such an entity being referred to as a `Separate Indenture Trustee") shall have assumed, or a successor master servicer designated shall have been appointed as directed by the Trustee, FSA (after consultation with the consent of the Depositor Separate Indenture Trustee) and the Certificate Administrator, until such successor shall have assumed assumed, the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency CommunicationAgreement. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation Indenture Trustee, FSA and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveIssuer.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 1 contract
Samples: Master Servicing Agreement (American Residential Eagle Bond Trust 1992-2)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee Trustee, the Custodian and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(xA) such successor master servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x DBRS and a commercial mortgage loan securitization that was rated by Mxxxx’x, in each case within the twelve (12) month period prior to the date of determination, and neither DBRS nor 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 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 or (yB) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by DBRS and/or Mxxxx’x in such twelve (12) month period, then Mxxxx’x such Rating Agency shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from FitchConfirmation; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C9)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) Sections 3.39 and 3.41 hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by itit and cannot be cured. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion independent Opinion of counsel Counsel to such effect delivered to the Issuer, the Depositor, the Seller and the Indenture Trustee. No such resignation shall become effective until the Indenture Trustee shall have assumed, or a successor master servicer designated Successor Master Servicer shall have been appointed by the Trustee, with Sponsor or the consent of the Depositor Indenture Trustee and the Certificate Administrator, until such successor shall have assumed assumed, the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency CommunicationAgreement. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this AgreementIndenture Trustee. The If, at any time, the Master Servicer shall bear all costs associated with its resignation and the transfer of servicing resigns under this Section 8.22(a). Notwithstanding the foregoing3.40, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties transfers or assigns its rights and obligations of the Master Servicer under this Agreement. If the Trustee Section 4.16, or an agent of the Trustee assumes the duties and obligations of the is removed as Master Servicer pursuant to this Section 8.22(a)6.07, then at such time Xxxxx Fargo Bank, N.A. also shall resign (and shall be entitled to resign) as Securities Administrator, Custodian, Paying Agent and Note Registrar. In such event, the obligations of each such party shall be assumed by the Indenture Trustee or such agent Successor Master Servicer appointed by the Indenture Trustee (subject to the provisions of Section 6.07); provided, however, the Indenture Trustee shall be permitted have the same right to resign appoint, or petition a court to appoint, a successor Securities Administrator, Paying Agent or Note Registrar as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice pursuant to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication Section 6.07 with respect to such servicing transfera successor Master Servicer.
Appears in 1 contract
Samples: Sale and Servicing Agreement (Newcastle Mortgage Securities Trust 2007-1)
Resignation of Master Servicer. 187-
(a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveTrustee.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) 30 days notice to the Depositor, the Trustee and the Certificate Administrator; Paying Agent, provided that (i) a successor master servicer (Aw) is available, (Bx) has a net worth assets of at least $15,000,000 and 15,000,000, (Cy) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein providedprovided and (z) assumes all obligations under the applicable Primary Servicing Agreement; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; and (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication is obtained with respect to such servicing transfer, as evidenced by a letter delivered to the Trustee by each Rating Agency.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2005-Hq7)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate AdministratorPaying Agent, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO Confirmation (including with respect to any securities rated by any such NRSRO a Rating Agency evidencing interests in the A Notes and any Serviced Companion Loan or B Note with a Rating Agency CommunicationNote) shall have been obtained. Notice of such resignation shall be given 215 promptly by the Master Servicer to the other parties to this AgreementTrustee. The Master Servicer shall bear all out-of-pocket fees and costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days notice to the Depositor, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2007-Hq11)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion of counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s responsibilities and obligations under this Agreement and the Trustee shall have provided each Rating Agency and each other NRSRO with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with a Rating Agency Communication. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence above.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) days days’ notice to the Depositor, the Trustee Trustee, the Certificate Administrator and the Certificate AdministratorCustodian; provided that (i) a successor master servicer (A) is available, (B) has a net worth of at least $15,000,000 and (C) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein provided; (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; (iii) (A)(xiii)(A)(x) such successor master servicer is acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x Moody’s within the twelve (12) month period prior to the date of determination, and Mxxxx’x Moody’s has not downgraded or withdrawn the then 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 sole or material reason for such downgrade or withdrawal or placement on watch or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x Moody’s in such twelve (12) month period, then Mxxxx’x Moody’s shall have provided a Rating Agency Confirmation and Confirmation, (B) such successor master servicer has a master servicer rating of at least “CMS3” from FitchFitch and (C) such successor master servicer has a master servicer ranking of at least “MOR CS3” by Morningstar (if ranked by Morningstar) or (b) if not ranked by Morningstar, such successor master servicer is currently acting as a master servicer on a “deal-level” or “transaction-level” basis for all or a significant portion of the mortgage loans in other commercial mortgage backed securities transactions rated by any NRSRO, and the Trustee does not have actual knowledge that Morningstar has, and such successor master servicer certifies that Morningstar has not, with respect to any such other commercial mortgage backed securities transaction, qualified, downgraded or withdrawn its rating or ratings on one or more classes of such commercial mortgage backed securities transaction citing servicing concerns of such successor master servicer as the sole or material factor in such rating action; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication with respect to such servicing transfer.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2013-C10)
Resignation of Master Servicer. (a) Except as otherwise provided in Section 8.22(b) hereof, the Master Servicer shall not resign from the obligations and duties hereby imposed on it unless it determines that the Master Servicer’s 's duties hereunder are no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Master Servicer shall be evidenced by an opinion Opinion of counsel Counsel to such effect delivered to the Trustee. No such resignation shall become effective until a successor master servicer designated by the Trustee, with the consent of the Depositor and the Certificate Administrator, shall have assumed the Master Servicer’s 's responsibilities and obligations under this Agreement and the Trustee Sub-Servicing Agreements, Rating Agency Confirmation shall have provided each Rating Agency been obtained and each other NRSRO consent of such successor Master Servicer has been obtained from the Operating Adviser; provided, 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, further, that with respect to any securities rated by any such NRSRO evidencing interests in any Serviced Companion Loan or B Note with single event of succession of the Master Servicer, the Operating Adviser will have the right to withhold its consent to successive proposals for a Rating Agency Communicationsuccessor 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. Notice of such resignation shall be given promptly by the Master Servicer to the other parties to this Agreement. The Master Servicer shall bear all costs associated with its resignation and the transfer of servicing under this Section 8.22(a). Notwithstanding the foregoing, if the Master Servicer shall cease to serve as such in accordance with this Section 8.22(a) and a successor servicer shall not have been engaged, the Trustee or an agent of the Trustee shall assume the duties and obligations of the Master Servicer under this Agreement. If the Trustee or an agent of the Trustee assumes the duties and obligations of the Master Servicer pursuant to this Section 8.22(a), the Trustee or such agent shall be permitted to resign as master servicer if it has been replaced by a successor servicer satisfying the criteria in the fourth (4th) preceding sentence aboveTrustee.
(b) The Master Servicer may resign from the obligations and duties imposed on it, upon thirty (30) 30 days notice to the DepositorTrustee, the Trustee and the Certificate Administrator; provided that (i) a successor master servicer (Aw) is available, (Bx) has a net worth assets of at least $15,000,000 and (Cy) is willing to and does assume the obligations, responsibilities, and covenants to be performed hereunder by the Master Servicer on substantially the same terms and conditions, and for not more than equivalent compensation to that herein providedprovided (including its obligations under the Sub-Servicing Agreements); (ii) the Master Servicer bears all costs associated with its resignation and the transfer of servicing; and (iii) (A)(x) such successor master servicer 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, 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 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 or (y) if such successor master servicer is not acting as master servicer in a commercial mortgage loan securitization that was rated by Mxxxx’x in such twelve (12) month period, then Mxxxx’x shall have provided a Rating Agency Confirmation and (B) such successor master servicer has a master servicer rating of at least “CMS3” from Fitch; and (iv) the resigning Master Servicer shall have provided each Rating Agency with a Rating Agency Communication is obtained with respect to such servicing transfer, as evidenced by a letter delivered to the Trustee by each Rating Agency.
Appears in 1 contract
Samples: Pooling and Servicing Agreement (Morgan Stanley Dean Witter Capital I Trust 2001-PPM)
