Common use of Resignation of Master Servicers and Special Servicers Clause in Contracts

Resignation of Master Servicers and Special Servicers. (a) Each of the Master Servicers and the Special Servicers may resign from the obligations and duties hereby imposed on it, upon a 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 it (the other activities of such Master Servicer or such Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by such Master Servicer or such Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring the resignation of a Master Servicer or a Special Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator and the Controlling Class Representative. Unless applicable law requires the resignation of a Master Servicer or a Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 3.25 or Section 7.02 hereof; provided that, if no successor to such Master Servicer or such Special Servicer, as the case may be, shall have been so appointed and have accepted appointment within 90 days after such Master Servicer or such Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor thereto. (b) In addition, each of the Master Servicers and the Special Servicers shall have the right to resign at any other time, provided that (i) a willing successor thereto (including any such successor proposed by the resigning party) has been found that is reasonably acceptable to the Trustee and, if such successor does not have a master servicer rating (in the case of a resigning Master Servicer) from Fitch that is equal to or greater than "CMS2", reasonably acceptable to the Controlling Class Representative and, solely in the case of the RREEF Textron Special Servicer if it is a resigning Special Servicer, reasonably acceptable to the RREEF Textron B-Note Holder and, solely in the case of the General Special Servicer if it is a resigning Special Servicer, acceptable to the Controlling Class Representative in its discretion, (ii) each of the Rating Agencies confirms to the Trustee in writing that the successor's appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such resignation. (c) None of the Master Servicers and the Special Servicers shall be permitted to resign except as contemplated in subsections (a) and (b) of this Section 6.04. Consistent with the foregoing, none of the Master Servicers and the Special Servicers shall (except in connection with any resignation thereby permitted above in this Section 6.04 or as otherwise expressly provided herein, including the provisions of Section 3.11(a), Section 3.22 and/or Section 6.02) assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of a Master Servicer or a Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to such Master Servicer (including without limitation, in the case of the Master Servicer that is the Servicer Report Administrator, the Servicer Report Administrator Fee) or such Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor, except (in the case of a Special Servicer) to the extent provided in Section 3.11(c).

Resignation of Master Servicers and Special Servicers. (a) Each of the Master Servicers and the Special Servicers may resign from the obligations and duties hereby imposed on it, upon a 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 it (the other activities of such Master Servicer or such Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by such Master Servicer or such Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring the resignation of a Master Servicer or a Special Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator and the Controlling Class RepresentativeRepresentative (and each affected Serviced Non-Pooled Mortgage Loan Noteholder). Unless applicable law requires the resignation of a Master Servicer or a Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 3.25 3.27 or Section 7.02 hereof; provided that, if no successor to such Master Servicer or such Special Servicer, as the case may be, shall have been so appointed and have accepted appointment within 90 days after such Master Servicer or such Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor thereto. (b) In addition, each of the Master Servicers and the Special Servicers shall have the right to resign at any other time, provided that (i) a willing successor thereto (including any such successor proposed by the resigning party) has been found that is (a) reasonably acceptable to the Trustee andTrustee, if such successor does not have a master servicer rating (b) solely in the case of a resigning successor to a Master Servicer) , reasonably acceptable to the Controlling Class Representative in its discretion (unless such successor has a master servicer rating from Fitch that is equal to or greater than "CMS2"" or such successor is the other Master Servicer), reasonably acceptable to the Controlling Class Representative and, (c) solely in the case of the RREEF Textron Shell Plaza Special Servicer if it is a resigning Special Servicer, reasonably acceptable to the RREEF Textron B-Note Holder and, Shell Plaza Controlling Party in its discretion and (d) solely in the case of the General Special Servicer if it is a resigning Special Servicer, acceptable to the Controlling Class Representative in its discretion, (ii) the resigning party has consulted with (although, except as provided for above, it shall not be required to have obtained the approval of) the Controlling Class Representative with respect to the identity and quality of its proposed successor unless such successor is the other Master Servicer, (iii) each of the Rating Agencies confirms to the Trustee in writing that the successor's appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (iiiiv) the resigning party pays all costs and expenses in connection with such transfer, and (ivv) the successor accepts appointment in writing prior to the effectiveness of such resignation. (c) None of the Master Servicers and the Special Servicers shall be permitted to resign except as contemplated in subsections (a) and (b) of this Section 6.04. Consistent with the foregoing, none of the Master Servicers and the Special Servicers shall (except in connection with any resignation thereby permitted above in this Section 6.04 or as otherwise expressly provided herein, including the provisions of Section 3.11(a), Section 3.22 and/or Section 6.02) assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of a Master Servicer or a Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to such Master Servicer (including without limitation, in the case of the Master Servicer that is the Servicer Report Administrator, the Servicer Report Administrator Fee) or such Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor, except (in the case of a Special Servicer) to the extent provided in Section 3.11(c).

Resignation of Master Servicers and Special Servicers. (a) Each of the Master Servicers Servicer and the each Special Servicers Servicer may resign from the obligations and duties hereby imposed on it, upon a 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 it (the other activities of such Master Servicer or such Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by such Master Servicer or such Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring the resignation of a Master Servicer or a Special Servicer Servicer, as applicable, shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator and the Controlling Class Representative. Unless applicable law requires the resignation of a Master Servicer Servicer's or a Special Servicer Servicer's (as the case may be) resignation to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 3.25 6.06 or Section 7.02 hereof; provided that, if no successor to such Master Servicer master servicer or such Special Servicerspecial servicer, as the case may beapplicable, shall have been so appointed and have accepted appointment within 90 days after such Master Servicer or such Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may beapplicable, may petition any court of competent jurisdiction for the appointment of a successor thereto. (b) In addition; and provided, each of the Master Servicers and the Special Servicers shall have the right to resign at any other timefurther, provided that (i) a willing successor thereto (including any such successor proposed by the resigning party) has been found that is reasonably acceptable to the Trustee and, if such successor does not have a master servicer rating (in the case of a resigning Master Servicer) from Fitch that is equal to or greater than "CMS2", reasonably acceptable to the Controlling Class Representative and, solely in the case of the RREEF Textron Special Servicer if it is a resigning Special Servicer, reasonably acceptable to the RREEF Textron B-Note Holder and, solely in the case of the General Special Servicer if it is a resigning Special Servicer, acceptable to the Controlling Class Representative in its discretion, (ii) each of the Rating Agencies confirms to the Trustee in writing that the successor's appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such resignation. (c) None of the Master Servicers and the Special Servicers shall be permitted to resign except as contemplated in subsections (a) and (b) of this Section 6.04. Consistent with the foregoing, none of the Master Servicers and the Special Servicers shall (except in connection with any resignation thereby permitted above in this Section 6.04 or as otherwise expressly provided herein, including the provisions of Section 3.11(a), Section 3.22 and/or Section 6.02) assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of a Master Servicer or a Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to such Master Servicer (including without limitation, in the case of the Master Servicer that is the Servicer Report Administrator, the Servicer Report Administrator Fee) or such Special Servicer, as the case may be, that accrues pursuant hereto from shall, at least 10 days prior to resigning and after assigning or transferring any of its rights, benefits or privileges hereunder, inform the Controlling Class Representative in writing of its intent to resign and disclose to the Controlling Class Representative the name of such assignee or transferee and the date of such the proposed resignation and transfer shall be payable to such successor, except (in the case of a Special Servicer) to the extent provided in Section 3.11(c)servicing.

Resignation of Master Servicers and Special Servicers. (a) Each of the Master Servicers and the Special Servicers may resign from the obligations and duties hereby imposed on it, upon a 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 it (the other activities of such Master Servicer or such Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by such Master Servicer or such -216- Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring the resignation of a Master Servicer or a Special Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator Trustee and the Controlling Class Representative. Unless applicable law requires the resignation of a Master Servicer Servicer's or a Special Servicer Servicer's (as the case may be) resignation to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section SECTION 3.25 or Section SECTION 7.02 hereof; provided PROVIDED that, if no successor to such Master Servicer or such Special Servicer, as the case may beapplicable, shall have been so appointed and have accepted appointment within 90 days after such Master Servicer or such Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may beapplicable, may petition any court of competent jurisdiction for the appointment of a successor thereto; and PROVIDED, FURTHER, that such Master Servicer or Special Servicer, as the case may be, shall, at least 10 days prior to resigning and assigning or transferring any of its rights, benefits or privileges hereunder, inform the Controlling Class Representative in writing of its intent to resign and disclose to the Controlling Class Representative the name of such assignee or transferee and the date of the proposed resignation and transfer of servicing. (b) In addition, each of the Master Servicers Servicer and the Special Servicers Servicer shall each have the right to resign at any other time, provided PROVIDED that (i) a willing successor thereto (including any such successor proposed by the resigning party) has been found that is reasonably acceptable to the Trustee andDepositor, if such successor does not have a master servicer rating (in the case of a resigning Master Servicer) from Fitch that is equal to or greater than "CMS2", reasonably acceptable to the Controlling Class Representative and, solely in and the case of the RREEF Textron Special Servicer if it is a resigning Special Servicer, reasonably acceptable to the RREEF Textron B-Note Holder and, solely in the case of the General Special Servicer if it is a resigning Special Servicer, acceptable to the Controlling Class Representative in its discretionTrustee has been found, (ii) each of the Rating Agencies confirms to the Trustee in writing that the successor's appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such resignation. (c) None of the No Master Servicers and the Servicer or Special Servicers Servicer shall be permitted to resign except as contemplated in subsections SUBSECTIONS (a) and (b) of this Section SECTION 6.04. Consistent with the foregoing, none of the no Master Servicers and the Servicer or Special Servicers Servicer shall (except in connection with any resignation thereby permitted above in this Section SECTION 6.04 or as otherwise expressly provided herein, including the provisions of Section 3.11(a), Section SECTION 3.22 and/or Section SECTION 6.02) assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of a Master Servicer or a Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to such Master Servicer (including without limitation, in the case of the Master Servicer that is the Servicer Report Administrator, the Servicer Report Administrator Fee) or such Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor, except (in the case of a Special Servicer) to the extent provided in Section SECTION 3.11(c).

Resignation of Master Servicers and Special Servicers. (a) Each of the Master Servicers and the Special Servicers may resign from the obligations and duties hereby imposed on it, upon a 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 it (the other activities of such Master Servicer or such Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by such Master Servicer or such Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring the resignation of a Master Servicer or a Special Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator and the Controlling Class RepresentativeRepresentative (and, if affected, the Lion Industrial Portfolio Non-Pooled Subordinate Noteholder). Unless applicable law requires the resignation of a Master Servicer or a Special Servicer (as the case may be) to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 3.25 3.26 or Section 7.02 hereof; provided that, if no successor to such Master Servicer or such Special Servicer, as the case may be, shall have been so appointed and have accepted appointment within 90 days after such Master Servicer or such Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor thereto. (b) In addition, each of the Master Servicers and the Special Servicers shall have the right to resign at any other time, provided that (i) a willing successor thereto (including any such successor proposed by the resigning party) has been found that is (a) reasonably acceptable to the Trustee andTrustee, if such successor does not have a master servicer rating (b) solely in the case of a resigning successor to a Master Servicer) , reasonably acceptable to the Controlling Class Representative in its discretion (unless such successor has a master servicer rating from Fitch that is equal to or greater than "CMS2"" or such successor is the other Master Servicer), reasonably acceptable to the Controlling Class Representative and, (c) solely in the case of the RREEF Textron Lion Industrial Portfolio Special Servicer if it is a resigning Special Servicer, reasonably acceptable to the RREEF Textron B-Note Holder and, Lion Industrial Portfolio Controlling Party in its discretion and (d) solely in the case of the General Special Servicer if it is a resigning Special Servicer, acceptable to the Controlling Class Representative in its discretion, (ii) the resigning party has consulted with (although, except as provided for above, it shall not be required to have obtained the approval of) the Controlling Class Representative with respect to the identity and quality of its proposed successor unless such successor is the other Master Servicer, (iii) each of the Rating Agencies confirms to the Trustee in writing that the successor's appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (iiiiv) the resigning party pays all costs and expenses in connection with such transfer, and (ivv) the successor accepts appointment in writing prior to the effectiveness of such resignation. (c) None of the Master Servicers and the Special Servicers shall be permitted to resign except as contemplated in subsections (a) and (b) of this Section 6.04. Consistent with the foregoing, none of the Master Servicers and the Special Servicers shall (except in connection with any resignation thereby permitted above in this Section 6.04 or as otherwise expressly provided herein, including the provisions of Section 3.11(a), Section 3.22 and/or Section 6.02) assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of a Master Servicer or a Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to such Master Servicer (including without limitation, in the case of the Master Servicer that is the Servicer Report Administrator, the Servicer Report Administrator Fee) or such Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor, except (in the case of a Special Servicer) to the extent provided in Section 3.11(c).

Resignation of Master Servicers and Special Servicers. (a) Each of the Master Servicers and the Special Servicers may resign from the obligations and duties hereby imposed on it, upon a 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 it (the other activities of such Master Servicer or such Special Servicer, as the case may be, so causing such a conflict being of a type and nature carried on by such Master Servicer or such Special Servicer, as the case may be, at the date of this Agreement). Any such determination requiring the resignation of a Master Servicer or a Special Servicer shall be evidenced by an Opinion of Counsel to such effect which shall be delivered to the Trustee, with a copy to the Certificate Administrator and the Controlling Class Representative. Unless applicable law requires the resignation of a Master Servicer Servicer's or a Special Servicer Servicer's (as the case may be) resignation to be effective immediately, and the Opinion of Counsel delivered pursuant to the prior sentence so states, no such resignation shall become effective until the Trustee or other successor shall have assumed the responsibilities and obligations of the resigning party in accordance with Section 3.25 or Section 7.02 hereof; provided that, if no successor to such Master Servicer or such Special Servicer, as the case may beapplicable, shall have been so appointed and have accepted appointment within 90 days after such Master Servicer or such Special Servicer, as the case may be, has given notice of such resignation, the resigning Master Servicer or Special Servicer, as the case may beapplicable, may petition any court of competent jurisdiction for the appointment of a successor thereto. (b) In addition, each of the Master Servicers Servicer and the Special Servicers Servicer shall each have the right to resign at any other time, provided that (i) a willing successor thereto (including any such successor proposed by the resigning party) has been found that is reasonably acceptable to the Depositor and the Trustee andhas been found (it being hereby acknowledged that for purposes of this clause (i) NCB, if such FSB would be an acceptable successor does not have a master servicer rating (in the case of a resigning to NCB as Co-op Master Servicer) from Fitch that is equal to or greater than "CMS2", reasonably acceptable to the Controlling Class Representative and, solely in the case of the RREEF Textron Special Servicer if it is a resigning Special Servicer, reasonably acceptable to the RREEF Textron B-Note Holder and, solely in the case of the General Special Servicer if it is a resigning Special Servicer, acceptable to the Controlling Class Representative in its discretion), (ii) each of the Rating Agencies confirms to the Trustee in writing that the successor's appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (iii) the resigning party pays all costs and expenses in connection with such transfer, and (iv) the successor accepts appointment prior to the effectiveness of such resignation. (c) None of the No Master Servicers and the Servicer or Special Servicers Servicer shall be permitted to resign except as contemplated in subsections (a) and (b) of this Section 6.04. Consistent with the foregoing, none of the no Master Servicers and the Servicer or Special Servicers Servicer shall (except in connection with any resignation thereby permitted above in this Section 6.04 or as otherwise expressly provided herein, including the provisions of Section 3.11(a), Section 3.22 and/or Section 6.02) assign or transfer any of its rights, benefits or privileges hereunder to any other Person or delegate to, subcontract with, or authorize or appoint any other Person to perform any of the duties, covenants or obligations to be performed by it hereunder. If, pursuant to any provision hereof, the duties of a Master Servicer or a Special Servicer are transferred to a successor thereto, the entire amount of compensation payable to such Master Servicer (including without limitation, in the case of the Master Servicer that is the Servicer Report Administrator, the Servicer Report Administrator Fee) or such Special Servicer, as the case may be, that accrues pursuant hereto from and after the date of such transfer shall be payable to such successor, except (in the case of a Special Servicer) to the extent provided in Section 3.11(c).