Common use of SUCCESSOR TRUSTEE OR FISCAL AGENT Clause in Contracts

SUCCESSOR TRUSTEE OR FISCAL AGENT. (a) Any successor Trustee or Fiscal Agent appointed as provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Fiscal Agent shall become effective and such successor Trustee or Fiscal Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Fiscal Agent herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor Trustee the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such records or copies thereof maintained by the predecessor Trustee or Fiscal Agent in the administration hereof as may be reasonably requested by the successor Trustee or Fiscal Agent and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Depositor and the predecessor Trustee or the Fiscal Agent shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor Trustee or the successor Fiscal Agent all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to a successor Trustee and successor Fiscal Agent exceed the Trustee Fee. (b) No successor Trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 7.5. (c) Upon acceptance of appointment by a successor Trustee or Fiscal Agent as provided in this Section, the successor Trustee or Fiscal Agent shall mail notice of the succession of such Trustee or Fiscal Agent hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies (evidence of such mailing to be provided to the Depositor and the Master Servicer). The expenses of such mailing shall be borne by the successor Trustee or Fiscal Agent.

SUCCESSOR TRUSTEE OR FISCAL AGENT. (a) Any successor Trustee or Fiscal Agent appointed as provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor and to its predecessor Trustee or Fiscal Agent, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Fiscal Agent Agent, as the case may be, shall become effective and such successor Trustee or Fiscal Agent, as the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Fiscal Agent herein. The predecessor Trustee or Fiscal Agent shall deliver (at such predecessor's own expense) to the successor Trustee or Fiscal Agent all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor's own expense) to the successor Trustee Trustee, the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such transfer. The predecessor Trustee or Fiscal Agent, as the case may be, shall also deliver all records or copies thereof maintained by the predecessor Trustee or Fiscal Agent in the administration hereof as may be reasonably requested by the successor Trustee or Fiscal Agent Agent, as applicable, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Depositor and the predecessor Trustee or the Fiscal Agent shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor Trustee or Fiscal Agent, as the successor Fiscal Agent case may be, all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to a successor Trustee and successor Fiscal Agent exceed the Trustee Fee. (b) No successor Trustee or Fiscal Agent shall accept appointment as provided in this Section unless at the time of such appointment such successor Trustee or Fiscal Agent, as the case may be, shall be eligible under the provisions of Section 7.5. (c) Upon acceptance of appointment by a successor Trustee or Fiscal Agent as provided in this Section, the successor Trustee or Fiscal Agent shall mail notice of the succession of such Trustee or Fiscal Agent hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies (evidence of such mailing to be provided to the Depositor and the Master Servicer)Agencies. The expenses of such mailing shall be borne by the successor Trustee or Fiscal Agent. If the successor Trustee or Fiscal Agent fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Fiscal Agent, the Master Servicer shall cause such notice to be mailed at the expense of the successor Trustee or Fiscal Agent, as applicable.

SUCCESSOR TRUSTEE OR FISCAL AGENT. (a) Any successor Trustee or Fiscal Agent appointed as provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor and to its predecessor Trustee or Fiscal Agent, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Fiscal Agent Agent, as the case may be, shall become effective and such successor Trustee or Fiscal Agent, as the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Fiscal Agent herein. The predecessor Trustee or Fiscal Agent shall deliver (at such predecessor's own expense) to the successor Trustee or Fiscal Agent all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor's own expense) to the successor Trustee Trustee, the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such transfer. The predecessor Trustee, Fiscal Agent, as the case may be, shall also deliver all records or copies thereof maintained by the predecessor Trustee or Fiscal Agent in the administration hereof as may be reasonably requested by the successor Trustee or Fiscal Agent Agent, as applicable, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Depositor and the predecessor Trustee or the Fiscal Agent shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor Trustee or Fiscal Agent, as the successor Fiscal Agent case may be, all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to a successor Trustee and successor Fiscal Agent exceed the Trustee Fee. (b) No successor Trustee or Fiscal Agent shall accept appointment as provided in this Section unless at the time of such appointment such successor Trustee or Fiscal Agent, as the case may be, shall be eligible under the provisions of Section 7.5. (c) Upon acceptance of appointment by a successor Trustee or Fiscal Agent as provided in this Section, the successor Trustee or Fiscal Agent shall mail notice of the succession of such Trustee or Fiscal Agent hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies (evidence of such mailing to be provided to the Depositor and the Master Servicer)Agencies. The expenses of such mailing shall be borne by the successor Trustee or Fiscal Agent. If the successor Trustee or Fiscal Agent fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Fiscal Agent, the Master Servicer shall cause such notice to be mailed at the expense of the successor Trustee or Fiscal Agent, as applicable.

SUCCESSOR TRUSTEE OR FISCAL AGENT. (a) Any successor Trustee or Fiscal Agent appointed as provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Fiscal Agent shall become effective and such successor Trustee or Fiscal Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Fiscal Agent herein. The predecessor Trustee shall deliver to the successor Trustee all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor Trustee the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such records or copies thereof maintained by the predecessor Trustee or Fiscal Agent in the administration hereof as may be reasonably requested by the successor Trustee or Fiscal Agent and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Depositor and the predecessor Trustee or the Fiscal Agent shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor Trustee or the successor Fiscal Agent all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to a successor Trustee and successor Fiscal Agent exceed the Trustee Fee. (b) No successor Trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 7.5. (c) Upon acceptance of appointment by a successor Trustee or the Fiscal Agent as provided in this Section, the successor Trustee or the Fiscal Agent shall mail notice of the succession of such Trustee or Fiscal Agent hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies (evidence of such mailing to be provided to the Depositor and the Master Servicer). The expenses of such mailing shall be borne by the successor Trustee or Fiscal Agent.

SUCCESSOR TRUSTEE OR FISCAL AGENT. (a) Any successor Trustee or Fiscal Agent appointed as provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor and to its predecessor Trustee an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Fiscal Agent shall become effective and such successor 99 107 Trustee or Fiscal Agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Fiscal Agent herein. The predecessor Trustee shall deliver (at such predecessor Trustee's own expense) to the successor Trustee all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over (at such predecessor Trustee's own expense) to the successor Trustee the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such records or copies thereof maintained by the predecessor Trustee or Fiscal Agent in the administration hereof as may be reasonably requested by the successor Trustee or Fiscal Agent and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Depositor and the predecessor Trustee or the Fiscal Agent shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor Trustee or the successor Fiscal Agent all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to a successor Trustee and successor Fiscal Agent exceed the Trustee Fee. (b) No successor Trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor Trustee shall be eligible under the provisions of Section 7.5. (c) Upon acceptance of appointment by a successor Trustee or the Fiscal Agent as provided in this Section, the successor Trustee or the Fiscal Agent shall mail notice of the succession of such Trustee or Fiscal Agent hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies (evidence of such mailing to be provided to the Depositor and the Master Servicer)Agencies. The expenses of such mailing shall be borne by the successor Trustee or Fiscal Agent. If the successor Trustee or Fiscal Agent fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Fiscal Agent, the Master Servicer shall cause such notice to be mailed at the expense of the Trustee or the Fiscal Agent, as applicable.

SUCCESSOR TRUSTEE OR FISCAL AGENT. (a) Any successor Trustee trustee or Fiscal Agent fiscal agent appointed as provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor and to its predecessor Trustee an 105 instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Fiscal Agent shall become effective and such successor Trustee trustee or Fiscal Agentfiscal agent, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Fiscal Agent herein. The predecessor Trustee shall deliver to the successor Trustee trustee all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and shall duly assign, transfer, deliver and pay over to the successor Trustee trustee the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect such transfer and such records or copies thereof maintained by the predecessor Trustee or Fiscal Agent in the administration hereof as may be reasonably requested by the successor Trustee trustee or Fiscal Agent fiscal agent and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Depositor and the predecessor Trustee or the Fiscal Agent shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor Trustee trustee or the successor Fiscal Agent fiscal agent all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to a successor Trustee trustee and successor Fiscal Agent fiscal agent exceed the Trustee Fee. (b) No successor Trustee trustee shall accept appointment as provided in this Section unless at the time of such appointment such successor Trustee trustee shall be eligible under the provisions of Section 7.5. (c) Upon acceptance of appointment by a successor Trustee trustee or Fiscal Agent fiscal agent as provided in this Section, the successor Trustee trustee or Fiscal Agent fiscal agent shall mail notice of the succession of such Trustee or Fiscal Agent hereunder to the Special Servicer, all Holders of Certificates at their addresses as shown in the Certificate Register and to the Rating Agencies (evidence of such mailing to be provided to the Depositor and the Master Servicer). The expenses of such mailing shall be borne by the successor Trustee trustee or Fiscal Agentfiscal agent.