Common use of Successor Trustee or Successor Certificate Administrator Clause in Contracts

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 41 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2021-B23 Mortgage Trust), Pooling and Servicing Agreement (Morgan Stanley Capital I Trust 2017-H1), Pooling and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust)

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Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The In connection with the appointment of a successor Certificate Administrator, the predecessor Certificate Administrator (or a Custodian appointed by it) shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 33 contracts

Samples: Pooling and Servicing Agreement (Bank 2020-Bnk26), Pooling and Servicing Agreement (Benchmark 2020-B16 Mortgage Trust), Pooling and Servicing Agreement (Bank 2019-Bnk24)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The In connection with the appointment of a successor Certificate Administrator, the predecessor Certificate Administrator (or a Custodian appointed by it) shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Uncertificated VRR Interest Owner and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 24 contracts

Samples: Pooling and Servicing Agreement (BMO 2023-C6 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2023-B39 Mortgage Trust), Pooling and Servicing Agreement (BBCMS Mortgage Trust 2023-C19)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Sections 2.3 and 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files Loan File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations, subject, however, to the payment of all amounts due to the predecessor Trustee or Certificate Administrator, as applicable, under this Agreement. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.08Section, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such successor Trustee or Certificate Administrator, as applicable, Administrator hereunder to all Holders of Certificates Trust Interest Owners at their addresses as shown in the Certificate Register and to Register, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Companion Loan HoldersHolders and the Borrower Parties. If the Depositor fails No Trustee or Certificate Administrator hereunder shall be personally liable hereunder by reason of any act or failure to mail such notice within 10 days after acceptance act of appointment by the any predecessor or successor Trustee or Certificate Administrator, the of any predecessor or successor Trustee or Certificate Administratorcertificate administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositorhereunder.

Appears in 17 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C10), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust), Trust and Servicing Agreement (BBCMS Mortgage Trust 2021-C9)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the 17g-5 Information Provider, the Borrower, the Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorInitial Purchasers.

Appears in 14 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (BBCMS Mortgage Trust 2019-C5), Trust and Servicing Agreement (UBS Commercial Mortgage Trust 2019-C17)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator Trustee (or a Custodian on its behalf) shall deliver to the successor Certificate Administrator Trustee all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Asset Representations Reviewer or any of its Affiliates be appointed as successor Trustee or successor Certificate Administrator. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 13 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P4), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-C1)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The In connection with the appointment of a successor Certificate Administrator, the predecessor Certificate Administrator (or a Custodian appointed by it) shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Combined Uncertificated VRR Interest Owner and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (BMO 2022-C1 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C3 Mortgage Trust), Pooling and Servicing Agreement (BMO 2022-C2 Mortgage Trust)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator (or a Custodian appointed by it) shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (UBS Commercial Mortgage Trust 2017-C1), Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P7)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the its predecessor Trustee or Certificate Administrator an instrument (i) accepting such appointment hereunder and (ii) making the representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, Administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee or Certificate Administrator, as applicable, Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and a Rating Agency Confirmation is received with respect to its appointment (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, the Depositor, the Servicer, the Special Servicer, the Loan Parties, the Initial Purchasers and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 7 contracts

Samples: Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Trust and Servicing Agreement (Benchmark 2022-B34 Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The In connection with the appointment of a successor Trustee, the predecessor Certificate Administrator Trustee (or a Custodian on its behalf) shall deliver to the successor Certificate Administrator Trustee all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 7 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs6), Pooling and Servicing Agreement (CD 2017-Cd4 Mortgage Trust)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The In connection with the appointment of a successor Certificate Administrator, the predecessor Certificate Administrator (or a Custodian on its behalf) shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 5 contracts

Samples: Pooling and Servicing Agreement (CD 2017-Cd6 Mortgage Trust), Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2017-C4), Pooling and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2017-C34)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the Borrower, the Senior Pari Passu Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorInitial Purchasers.

Appears in 5 contracts

Samples: Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P6), Trust and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Trust and Servicing Agreement (Morgan Stanley Bank of America Merrill Lynch Trust 2016-C30)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator Trustee (or a Custodian on its behalf) shall deliver to the successor Certificate Administrator Trustee all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 4 contracts

Samples: Pooling and Servicing Agreement (Citigroup Commercial Mortgage Trust 2016-P5), Pooling and Servicing Agreement (JPMCC Commercial Mortgage Securities Trust 2016-Jp3), Pooling and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2016-Lc24)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, 187 acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.7, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the Loan Borrower, the Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorRating Agency.

Appears in 4 contracts

Samples: Trust and Servicing Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Trust and Servicing Agreement (CSAIL 2021-C20 Commercial Mortgage Trust)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.7, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the Loan Borrowers, the Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorRating Agencies.

Appears in 4 contracts

Samples: Trust and Servicing Agreement (CSAIL 2016-C7 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2016-C6 Commercial Mortgage Trust), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2016-Ubs9)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.7, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the Loan Borrower, the Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorRating Agencies.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (CSAIL 2019-C15 Commercial Mortgage Trust), Trust and Servicing Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust), Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2017-C39)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer Servicer, the Operating Advisor and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Sections 2.3 and 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without 217 any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files Loan File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations, subject, however, to the payment of all amounts due to the predecessor Trustee or Certificate Administrator, as applicable, under this Agreement. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.08Section, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such successor Trustee or Certificate Administrator, as applicable, Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to Register, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Operating Advisor, the Companion Loan HoldersHolder(s) and the Borrower Parties. If the Depositor fails No Trustee or Certificate Administrator hereunder shall be personally liable hereunder by reason of any act or failure to mail such notice within 10 days after acceptance act of appointment by the any predecessor or successor Trustee or Certificate Administrator, the of any predecessor or successor Trustee or Certificate Administratorcertificate administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositorhereunder.

Appears in 3 contracts

Samples: Trust and Servicing Agreement (Benchmark 2022-B35 Mortgage Trust), Trust and Servicing Agreement (Bank 2022-Bnk41), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The In connection with the appointment of a successor Certificate Administrator, the predecessor Certificate Administrator (or a Custodian appointed by it) shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, to the Uncertificated VRR Interest Owners and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (Benchmark 2021-B28 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B17 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2021-B27 Mortgage Trust)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer Servicer, the Operating Advisor and to and its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Sections 2.3 and 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without 210 any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files Loan File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations, subject, however, to the payment of all amounts due to the predecessor Trustee or Certificate Administrator, as applicable, under this Agreement. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.08Section, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such successor Trustee or Certificate Administrator, as applicable, Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register Register, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Operating Advisor and the Borrower Parties. No Trustee or Certificate Administrator hereunder shall be personally liable hereunder by reason of any act or failure to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance act of appointment by the any predecessor or successor Trustee or Certificate Administrator, the of any predecessor or successor Trustee or Certificate Administratorcertificate administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositorhereunder.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (BBCMS Mortgage Trust 2022-C15), Trust and Servicing Agreement (Morgan Stanley Capital I Trust 2022-L8)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan HoldersRegister. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2013-Gcj12)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.7, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.08Section, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the Loan Borrowers, the Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorRating Agencies.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2016-Gs3), Trust and Servicing Agreement (Gs Mortgage Securities Corp Ii)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee trustee or Certificate Administrator any successor certificate administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer Servicer, the REMIC Administrator and to the its predecessor Trustee trustee or Certificate Administrator, as applicable, as the case may be, instruments predecessor certificate administrator an instrument accepting their such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, predecessor certificate administrator shall become effective and such successor Trustee trustee or Certificate Administratorsuch successor certificate administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as the Trustee or the Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator trustee or predecessor certificate administrator, as applicable, shall deliver to the successor Certificate Administrator trustee or the certificate administrator, as applicable, all Mortgage Files and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor REMIC Administrator and the predecessor Trustee trustee or Certificate Administratorthe predecessor certificate administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for to more fully and certainly vesting vest and confirming confirm in the successor Trustee trustee or Certificate Administratorthe successor certificate administrator, as applicable, all such rights, powers, duties and obligations, and to enable such successor to perform its obligations hereunder. No successor If such predecessor trustee or such predecessor certificate administrator was removed as the Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicablerespectively, under this Agreement without cause, the cost of any such execution, delivery or action shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorTrust.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2007-5), Pooling and Servicing Agreement (Banc of America Commercial Mortgage Inc., Series 2008-Ls1)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Sections 2.3 and 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files Loan File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations, subject, however, to the payment of all amounts due to the predecessor Trustee or Certificate Administrator, as applicable, under this Agreement. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.08Section, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such successor Trustee or Certificate Administrator, as applicable, Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register Register, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer and the Borrower Parties. No Trustee or Certificate Administrator hereunder shall be personally liable hereunder by reason of any act or failure to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance act of appointment by the any predecessor or successor Trustee or Certificate Administrator, the of any predecessor or successor Trustee or Certificate Administratorcertificate administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositorhereunder.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2021-Bnk33), Trust and Servicing Agreement (Benchmark 2021-B25 Mortgage Trust)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to Register, the Depositor, the 17g-5 Information Provider, the Borrower, the Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorInitial Purchasers.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Bank 2020-Bnk25), Trust and Servicing Agreement (Bank 2019-Bnk23)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from by each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj7), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2012-Gcj7)

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Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from by each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan HoldersHolder. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5), Pooling and Servicing Agreement (GS Mortgage Securities Trust 2011-Gc5)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from by each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Trust Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan HoldersNon-Trust Mortgage Interest Holder. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 2 contracts

Samples: Pooling and Servicing Agreement (RBS Commercial Funding Inc.), Pooling and Servicing Agreement (RBS Commercial Funding Inc.)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.7, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). 167 Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.08Section, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the Loan Borrower, the Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorRating Agencies.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (JPMDB Commercial Mortgage Securities Trust 2017-C5), Trust and Servicing Agreement (GS Mortgage Securities Trust 2017-Gs5)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.7, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. 188 No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the Loan Borrower, the Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorRating Agency.

Appears in 2 contracts

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Securities Inc), Trust and Servicing Agreement (CSAIL 2020-C19 Commercial Mortgage Trust)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.7, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.08Section, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the Loan Borrower, the Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorRating Agencies.

Appears in 1 contract

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2015-Gs1)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to Register, the Depositor, the 17g-5 Information Provider, the Borrower, any Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorInitial Purchaser.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Bank 2020-Bnk26)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.7, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the Loan Borrower, the Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorRating Agency.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Wells Fargo Commercial Mortgage Trust 2021-C61)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or predecessor Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or predecessor Certificate Administrator, as applicable, shall become effective and such successor Trustee or successor Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency No Downgrade Confirmation shall be obtained from by each Rating Agency with respect to the appointment of such successor Trustee or successor Certificate Administrator. The predecessor Certificate Administrator shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or predecessor Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or successor Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or successor Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or successor Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor Trustee or successor Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan HoldersRegister. If the Depositor fails to mail such notice within 10 ten (10) days after acceptance of appointment by the successor Trustee or successor Certificate Administrator, the successor Trustee or successor Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (CCRE Commercial Mortgage Securities, L.P.)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer Servicer, the Operating Advisor and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Sections 2.3 and 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files Loan File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations, subject, however, to the payment of all amounts due to the predecessor Trustee or Certificate Administrator, as applicable, under this Agreement. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.08Section, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such successor Trustee or Certificate Administrator, as applicable, Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to Register, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Operating Advisor, the Companion Loan HoldersHolder(s) and the Borrower Parties. If the Depositor fails No Trustee or Certificate Administrator hereunder shall be personally liable hereunder by reason of any act or failure to mail such notice within 10 days after acceptance act of appointment by the any predecessor or successor Trustee or Certificate Administrator, the of any predecessor or successor Trustee or Certificate Administratorcertificate administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositorhereunder.

Appears in 1 contract

Samples: Trust and Servicing Agreement (Benchmark 2020-B21 Mortgage Trust)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee trustee or Certificate Administrator successor certificate administrator, as applicable, appointed as provided in Section 8.07 5.10 shall at all times be a corporation, a trust company, a bank or a banking association: (i) organized and doing business under the laws of the United States of America or any State thereof or the District of Columbia; (ii) authorized under such laws to exercise trust powers; (iii) having a combined capital and surplus of at least $50,000,000; (iv) subject to supervision or examination by federal or state authority; and (v) an institution the long-term unsecured debt obligations of which are rated (x) at least “BBB+” by S&P or (y) the long-term unsecured debt obligations of which are rated at least “BBB” by S&P and the short-term unsecured debt obligations or commercial paper of which are rated at least “A-2” by S&P. If such corporation, trust company, bank or banking association publishes reports of condition at least annually, pursuant to law or to the requirements of the aforesaid supervising or examining authority, then, for the purposes of this Agreement Section 5.11, the combined capital and surplus of such corporation, trust company, bank or banking association shall be deemed to be its combined capital and surplus as set forth in its most recent report of condition so published. Any such successor trustee or successor certificate administrator, as applicable, shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer Controlling Class Representative and to the its predecessor Trustee or predecessor Certificate Administrator, as applicable, as the case may be, instruments an instrument accepting their such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or the predecessor Certificate Administrator, as applicable, shall become effective and such successor Trustee trustee or Certificate Administratorsuccessor certificate administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or as Certificate Administrator herein. The predecessor Trustee shall cause the Certificate Administrator to transfer to the successor trustee the Underlying CMBS and shall turn over all related documents and statements and funds held hereunder. In addition, the predecessor Trustee or the predecessor Certificate Administrator, as applicable, hereinand, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment upon request of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, trustee or the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administratorsuccessor certificate administrator, as applicable, the Depositor shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee trustee or Certificate Administratorthe successor certificate administrator, as applicable, all such rights, powers, duties and obligations. No successor , subject, however, to the payment of all amounts due the predecessor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or predecessor Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06this Agreement. Upon acceptance of appointment by a successor Trustee trustee or Certificate Administratora successor certificate administrator, as applicable, as provided in this Section 8.085.11, the Depositor shall mail notice of the succession of such Trustee successor trustee or Certificate Administratorsuccessor certificate administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and shall deliver a copy to the Companion Loan HoldersTrustee and the Certificate Administrator to be posted on the Certificate Administrator’s Website pursuant to Section 3.06(c) as a Special Notice. The successor trustee or the successor certificate administrator, as applicable, shall also post the notice of such succession to their website. If the Depositor fails to mail such notice within 10 ten days after acceptance of appointment by the successor Trustee trustee or Certificate Administratorthe successor certificate administrator, as applicable, the successor Trustee trustee or Certificate Administratorthe successor certificate administrator, as applicable, and upon notice of such failure, shall cause such notice to be mailed at the expense of the Depositor. No Trustee or Certificate Administrator hereunder shall be personally liable hereunder by reason of any act or failure to act of any predecessor or successor trustee or of any predecessor or successor trustee or certificate administrator, as applicable, hereunder.

Appears in 1 contract

Samples: Trust Agreement (Five Oaks Investment Corp.)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Sections 2.3 and 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files Loan File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver 202 such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations, subject, however, to the payment of all amounts due to the predecessor Trustee or Certificate Administrator, as applicable, under this Agreement. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.08Section, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such successor Trustee or Certificate Administrator, as applicable, Administrator hereunder to all Holders of Certificates Certificateholders at their addresses as shown in the Certificate Register and to Register, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Companion Loan HoldersHolders and the Borrower Parties. If the Depositor fails No Trustee or Certificate Administrator hereunder shall be personally liable hereunder by reason of any act or failure to mail such notice within 10 days after acceptance act of appointment by the any predecessor or successor Trustee or Certificate Administrator, the of any predecessor or successor Trustee or Certificate Administratorcertificate administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositorhereunder.

Appears in 1 contract

Samples: Trust and Servicing Agreement (GS Mortgage Securities Trust 2020-Gc47)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee trustee or Certificate Administrator successor certificate administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the its predecessor Trustee or predecessor Certificate Administrator, as applicable, as the case may be, instruments an instrument accepting their such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or predecessor Certificate Administrator, as applicable, Administrator shall become effective and such successor Trustee trustee or Certificate Administrator, as applicablesuccessor certificate administrator, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, Administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor . The predecessor Trustee or Certificate Administrator. The the predecessor Certificate Administrator shall deliver to the successor Certificate Administrator trustee or the successor certificate administrator, as appropriate, all Mortgage Files and related documents and statements held by it hereunder. The hereunder (other than any Mortgage Files at the time held on its behalf by a third-party Custodian, which Custodian shall become the agent of the successor trustee or the successor administrator), and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee or predecessor Certificate Administrator, as applicable, Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for to more fully and certainly vesting vest and confirming confirm in the successor Trustee trustee or Certificate Administrator, as applicable, the successor certificate administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by enable the successor Trustee trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice administrator to be mailed at the expense of the Depositorperform its obligations hereunder.

Appears in 1 contract

Samples: Sub Servicing Agreement (Merrill Lynch Mortgage Trust 2005-Lc1)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the its predecessor Trustee or Certificate Administrator an instrument (i) accepting such appointment hereunder and (ii) making the representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee or Certificate Administrator, as applicable, Administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and a Rating Agency Confirmation is received with respect to its appointment (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, Administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register Register, the Depositor, the Servicer, the Special Servicer, the Loan Parties and to the Initial Purchasers and the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 1 contract

Samples: Trust and Servicing Agreement (JPMBB Commercial Mortgage Securities Trust 2015-C28)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.4, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate AdministratorHolder, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at Borrower and the expense of the DepositorInitial Purchaser.

Appears in 1 contract

Samples: Trust and Servicing Agreement (WFRBS Commercial Mortgage Trust 2013-C18)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to the predecessor Trustee or Certificate Administrator, as applicable, as the case may be, instruments accepting their appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as applicable, shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator, as applicable, herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The In connection with the appointment of a successor Certificate Administrator, the predecessor Certificate Administrator (or a Custodian appointed by it) shall deliver to the successor Certificate Administrator all Mortgage Files and related documents and statements held by it hereunder. The Depositor, the Master Servicer, the Special Servicer, the Operating Advisor and the predecessor Trustee or Certificate Administrator, as applicable, shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.06. In no event may the Operating Advisor, the Asset Representations Reviewer or any of their Affiliates be appointed as successor Trustee or successor Certificate Administrator. Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, as provided in this Section 8.08, the Depositor shall mail notice of the succession of such Trustee or Certificate Administrator, as applicable, hereunder to all Holders of Trust Certificates at their addresses as shown in the Certificate Register Register, to the Uncertificated Interest Owners and to the Companion Loan Holders. If the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the Depositor.

Appears in 1 contract

Samples: Pooling and Servicing Agreement (BMO 2023-C7 Mortgage Trust)

Successor Trustee or Successor Certificate Administrator. (a) Any successor Trustee or Certificate Administrator appointed as provided in Section 8.07 of this Agreement 8.7 shall execute, acknowledge and deliver to the Depositor, the Master Servicer, the Special Servicer and to its predecessor trustee or certificate administrator an instrument (i) accepting such appointment hereunder and (ii) making the predecessor representations and warranties of the Trustee or the Certificate Administrator, as applicable, as the case may beprovided in Section 2.3 and Section 2.7, instruments accepting their appointment hereunderrespectively, and thereupon the resignation or removal of the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall become effective and such successor Trustee or Certificate Administrator, as applicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee trustee or Certificate Administrator, as applicable, certificate administrator herein, provided that a Rating Agency Confirmation shall be obtained from each Rating Agency with respect to the appointment of such successor Trustee or Certificate Administrator. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator all Administrator, as applicable, the Mortgage Files File and related documents and statements held by it hereunder. The , and the Depositor, the Master Servicer, the Special Servicer, the Operating Advisor Servicer and the predecessor Trustee trustee or Certificate Administrator, as applicable, certificate administrator shall execute and deliver such instruments and do such other things as may reasonably be required for more fully and certainly vesting and confirming in the successor Trustee or Certificate Administrator, as applicable, Administrator all such rights, powers, duties and obligations. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 8.08 8.8 unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, Administrator shall be eligible under the provisions of Section 8.068.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current 193 rating of any Class of the Certificates (prior to the resignation or termination of the Trustee or Certificate Administrator). Upon acceptance of appointment by a successor Trustee or Certificate Administrator, as applicable, Administrator as provided in this Section 8.088.8, the Depositor successor Trustee or Certificate Administrator shall mail notice of the succession of such Trustee trustee or Certificate Administrator, as applicable, certificate administrator hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to Register, the Depositor, the Loan Borrower, the Companion Loan Holders. If Holders and the Depositor fails to mail such notice within 10 days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as applicable, shall cause such notice to be mailed at the expense of the DepositorRating Agency.

Appears in 1 contract

Samples: Trust and Servicing Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust)

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