Common use of Termination and Resignation of Agent Clause in Contracts

Termination and Resignation of Agent. (a) The Agent may be terminated at any time upon ten days’ prior written notice from the Lead Securitization Note Holder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. (b) The Agent may resign at any time on ten days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. Starwood, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee, the Certificate Administrator or Note Pledgee, or to any affiliate of Starwood, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of Starwood without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement.

Termination and Resignation of Agent. (a) The Agent may be terminated at any time upon ten days’ (10) days prior written notice from the Lead Securitization each Note A Holder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. (b) The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. Starwood, as Initial Agent, The Agent may transfer its rights and obligations to a Servicer, the Trustee, Trustee or the Certificate Administrator or Note Pledgee, or to any affiliate of StarwoodAdministrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of Starwood Column without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement.

Termination and Resignation of Agent. (a) The Subject to the provisions of sub-paragraph (b) below, the Agent may be terminated at any time upon ten days’ (10) days prior written notice from the Lead Securitization Note HolderSenior Noteholder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. (b) The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. StarwoodUBSRES, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee, Trustee or the Certificate Administrator or Note Pledgee, or to any affiliate of StarwoodAdministrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of Starwood UBSRES without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement.

Termination and Resignation of Agent. (a) The Agent may be terminated at any time upon ten days’ prior written notice from the Lead Securitization Note Holder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. (b) The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. StarwoodCCRE, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee, Trustee or the Certificate Administrator or Note Pledgee, or to any affiliate of StarwoodAdministrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of Starwood CCRE without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement, and any successor master servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place thereof without any further notice or other action.

Termination and Resignation of Agent. (a) The Agent may be terminated at any time upon ten days’ (10) days prior written notice from the Lead Securitization Note Holder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. (b) The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. StarwoodThe Note A-1 Holder, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee, Trustee or the Certificate Administrator or Note Pledgee, or to any affiliate of StarwoodAdministrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of Starwood the Note A-1 Holder without any further notice or other action. The termination or resignation of such Master ServicerCertificate Administrator, as Master Servicer Certificate Administrator under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer Certificate Administrator as Agent under this Agreement.

Termination and Resignation of Agent. (a) The Agent may be terminated at any time upon ten (10) days’ prior written notice from the Lead Securitization Note Holder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. (b) The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. StarwoodJPM, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee, Trustee or the Certificate Administrator or Note Pledgee, or to any affiliate of StarwoodAdministrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of Starwood JPM without any further notice or other action. The termination or resignation of such Master Servicer, as Master Servicer under the Lead Securitization Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer as Agent under this Agreement, and any successor master servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place thereof without any further notice or other action.

Termination and Resignation of Agent. (a) The Agent may be terminated at any time upon ten days’ (10) days prior written notice from the Lead Securitization Note Holder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. (b) The Agent may resign at any time on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. StarwoodXxxxx Fargo Bank, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee, Trustee or the Certificate Administrator or Note Pledgee, or to any affiliate of StarwoodAdministrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of Starwood Xxxxx Fargo Bank without any further notice or other action. The termination or resignation of such Master ServicerCertificate Administrator, as Master Servicer Certificate Administrator under the Lead Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer Certificate Administrator as Agent under this Agreement.

Termination and Resignation of Agent. (a) The Agent may be terminated at any time upon ten days’ prior written notice from the Lead Securitization Note Holder. In the event that the Agent is terminated pursuant to this Section 30, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. (b) The Agent may resign at any time on ten days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Note Holders (it being agreed that a Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Note Holders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. Starwood, as Initial Agent, may transfer its rights and obligations to a Servicer, the Trustee, Trustee or the Certificate Administrator or Note Pledgee, or to any affiliate of StarwoodAdministrator, as successor Agent, at any time without the consent of any Note Holder. Notwithstanding the foregoing, Note Holders hereby agree that, simultaneously with the closing of the Lead Securitization, the Master Servicer Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of Starwood without any further notice or other action. The termination or resignation of such Master ServicerCertificate Administrator, as Master Servicer Certificate Administrator under the Lead Servicing Agreement, shall be deemed a termination or resignation of such Master Servicer Certificate Administrator as Agent under this Agreement.. 45