Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 31, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 118 contracts
Samples: Agreement (Wells Fargo Commercial Mortgage Trust 2024-5c2), Agreement Between Noteholders (Benchmark 2024-V11 Mortgage Trust), Agreement Between Noteholders (Benchmark 2024-V11 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3134, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICREFI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICREFI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 41 contracts
Samples: Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2024-5c2), Agreement (Benchmark 2024-V10 Mortgage Trust), Agreement Between Noteholders (BBCMS Mortgage Trust 2024-5c29)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDBRI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDBRI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to upon such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorMaster Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Master Servicer as Agent under this AgreementAgreement without any further notice or other action, in which case the appointment of a successor Master Servicer under the Servicing Agreement shall be deemed an appointment of such successor Master Servicer as successor Agent under this Agreement without any further notice or other action.
Appears in 27 contracts
Samples: Agreement (3650R 2021-Pf1 Commercial Mortgage Trust), Agreement Between Noteholders (Benchmark 2020-B19 Mortgage Trust), Agreement Between Noteholders (DBJPM 2020-C9 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIBarclays, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIBarclays, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 22 contracts
Samples: Lender Agreement (BBCMS Mortgage Trust 2022-C15), Co Lender Agreement (BBCMS Mortgage Trust 2022-C15), Co Lender Agreement (Morgan Stanley Capital I Trust 2022-L8)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDB, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDB, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to upon such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorMaster Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Master Servicer as Agent under this AgreementAgreement without any further notice or other action, in which case the appointment of a successor Master Servicer under the Servicing Agreement shall be deemed an appointment of such successor Master Servicer as successor Agent under this Agreement without any further notice or other action.
Appears in 21 contracts
Samples: Intercreditor Agreement (Benchmark 2021-B27 Mortgage Trust), Intercreditor Agreement (Benchmark 2021-B26 Mortgage Trust), Intercreditor Agreement (Benchmark 2021-B25 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder, except that the Note A-1 Holder may designate the Servicer under the Interim Servicing Agreement without prior written notice. In the event that the Agent is terminated pursuant to this Section 3134, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the NoteholdersHolders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIBSP, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any NoteholderHolder. GSBIBSP, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization of Note A-1, the Certificate Administrator shall automatically become and be the Agent.
Appears in 16 contracts
Samples: Co Lender Agreement (BBCMS Mortgage Trust 2020-C7), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55), Lender Agreement (UBS Commercial Mortgage Trust 2019-C18)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3134, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIBMO, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIBMO, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 14 contracts
Samples: Agreement Between Noteholders (Bank 2024-Bnk47), Agreement Between Noteholders (BBCMS Mortgage Trust 2024-C26), Agreement Between Noteholders (BMO 2024-C8 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder. In the event that the Agent is terminated pursuant to this Section 3134, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the NoteholdersHolders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIBSP, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any NoteholderHolder. GSBIBSP, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization of Note A-1, the Certificate Administrator shall automatically become and be the Agent.
Appears in 10 contracts
Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C60), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2021-C59)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIXxxxxxx Xxxxx Mortgage Company, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIXxxxxxx Sachs Mortgage Company, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall automatically become and be the Agent.
Appears in 10 contracts
Samples: Agreement (JPMDB Commercial Mortgage Securities Trust 2018-C8), Agreement (Bank 2018-Bnk11), Agreement (Benchmark 2018-B3 Commercial Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 31, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 10 contracts
Samples: Agreement Between Noteholders (Benchmark 2020-B19 Mortgage Trust), Agreement (JPMDB Commercial Mortgage Securities Trust 2020-Cor7), Agreement Between Noteholders (GS Mortgage Securities Trust 2020-Gc47)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 31, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICCRE, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICCRE, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 9 contracts
Samples: Agreement (Morgan Stanley Capital I Trust 2020-L4), Agreement (UBS Commercial Mortgage Trust 2019-C18), Agreement Between Noteholders (Morgan Stanley Capital I Trust 2020-L4)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3138, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIBMO, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIBMO, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 7 contracts
Samples: Agreement Between Noteholders (BMO 2023-5c1 Mortgage Trust), Agreement Between Noteholders (Benchmark 2023-V3 Mortgage Trust), Agreement Between Noteholders (FIVE 2023-V1 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1-1 Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDBRI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDBRI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to upon such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorMaster Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Master Servicer as Agent under this AgreementAgreement without any further notice or other action, in which case the appointment of a successor Master Servicer under the Servicing Agreement shall be deemed an appointment of such successor Master Servicer as successor Agent under this Agreement without any further notice or other action.
Appears in 7 contracts
Samples: Agreement (Bank 2020-Bnk27), Agreement (Bank 2020-Bnk26), Agreement (Benchmark 2020-Ig1 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDB, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDB, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 6 contracts
Samples: Agreement Between Noteholders (Bank5 2024-5yr10), Agreement Between Noteholders (Benchmark 2024-V10 Mortgage Trust), Agreement Between Noteholders (BBCMS Mortgage Trust 2024-5c29)
Termination of Agent. The Prior to a Securitization, the Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder. In the event that the Agent is terminated pursuant to this Section 3138, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date and time of such termination. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBINREC, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBINREC, as Initial Agent, shall promptly and diligently attempt to cause such the Servicer to act as successor Agent, and, if such the Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorServicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator the Servicer as Agent under this Agreement. Notwithstanding anything to the contrary in this Agreement, upon a Securitization of any Senior Note or any portion thereof, the Certificate Administrator (or, if there is no Certificate Administrator, the Trustee) shall automatically become and be the Agent.
Appears in 6 contracts
Samples: Agreement (CSAIL 2018-Cx11 Commercial Mortgage Trust), Agreement (UBS Commercial Mortgage Trust 2018-C8), Agreement (UBS Commercial Mortgage Trust 2017-C6)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3139, 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. The Agent may resign at any time upon on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Noteholders (it being agreed that the Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Noteholders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBISGFC, as Initial Agent, may transfer its rights and obligations to a the Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent of any Noteholder. GSBI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization SGFC without any further notice or other action. The termination or resignation of the such Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement, and any successor certificate administrator 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.
Appears in 6 contracts
Samples: Agreement Between Noteholders (CSAIL 2019-C18 Commercial Mortgage Trust), Agreement Between Noteholders (BBCMS Mortgage Trust 2019-C5), Agreement Between Noteholders (CSAIL 2019-C16 Commercial Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1-A Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDB, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDB, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 5 contracts
Samples: Agreement Between Noteholders (DBGS 2018-C1 Mortgage Trust), Agreement Between Noteholders (Morgan Stanley Capital I Trust 2018-L1), Agreement (Benchmark 2018-B4 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-4-1 Holder. In the event that the Agent is terminated pursuant to this Section 3138, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDB, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDB, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Lead Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to upon such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorLead Master Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Lead Master Servicer as Agent under this AgreementAgreement without any further notice or other action, in which case the appointment of a successor Master Servicer under the Servicing Agreement shall be deemed an appointment of 112 such successor Master Xxxxxxxx as successor Agent under this Agreement without any further notice or other action.
Appears in 5 contracts
Samples: Amended And (Bank5 2023-5yr3), Agreement Between Noteholders (BBCMS Mortgage Trust 2023-C21), Agreement Between Noteholders (Benchmark 2023-B39 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1-1 Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIBank of America, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIBank of America, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 5 contracts
Samples: Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2018-C48), Agreement (BBCMS Mortgage Trust 2018-C2), Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2018-C46)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3139, 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. The Agent may resign at any time upon on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Noteholders (it being agreed that the Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Noteholders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBISG, as Initial Agent, may transfer its rights and obligations to a the Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent of any Noteholder. GSBI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization SG without any further notice or other action. The termination or resignation of the such Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement, and any successor certificate administrator 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.
Appears in 5 contracts
Samples: Agreement Between Noteholders (Bank of America Merrill Lynch Commercial Mortgage Trust 2017-Bnk3), Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2016-C37), Agreement Between Noteholders (Citigroup Commercial Mortgage Trust 2016-P6)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1-A-1 Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIThe Note A-1-A-1 Holder, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIThe Note A-1-A-1 Holder, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 4 contracts
Samples: Agreement Between Noteholders (Benchmark 2020-B19 Mortgage Trust), Agreement Between Noteholders (DBJPM 2020-C9 Mortgage Trust), Agreement Between Noteholders (Benchmark 2020-B18 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 31, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIXXXX, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIBANA, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 4 contracts
Samples: Agreement Between Noteholders (Bank5 2023-5yr4), Agreement Between Noteholders (BMO 2023-5c2 Mortgage Trust), Agreement Between Noteholders (Bank5 2023-5yr3)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBI, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding anything to the contrary in this Agreement, upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall automatically become and be the Agent.
Appears in 4 contracts
Samples: Agreement Between Noteholders (Benchmark 2023-B39 Mortgage Trust), Agreement Between Noteholders (BMO 2023-C5 Mortgage Trust), Agreement Between Noteholders (MSWF Commercial Mortgage Trust 2023-1)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIJPMorgan Bank, National Association, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIJPMorgan Bank, National Association, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 4 contracts
Samples: Agreement Between Noteholders (Benchmark 2021-B23 Mortgage Trust), Agreement Between Noteholders (Benchmark 2019-B15 Mortgage Trust), Agreement Between Noteholders (COMM 2019-Gc44 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1-1 Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDB, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDB, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to upon such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorMaster Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Master Servicer as Agent under this AgreementAgreement without any further notice or other action, in which case the appointment of a successor Master Servicer under the Servicing Agreement shall be deemed an appointment of such successor Master Servicer as successor Agent under this Agreement without any further notice or other action.
Appears in 4 contracts
Samples: Agreement (Benchmark 2019-B13 Mortgage Trust), Agreement (CF 2019-Cf2 Mortgage Trust), Agreement (GS Mortgage Securities Trust 2019-Gc42)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 31, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIBANA, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIBANA, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 4 contracts
Samples: Agreement Between Noteholders (Benchmark 2021-B29 Mortgage Trust), Agreement (Benchmark 2021-B28 Mortgage Trust), Agreement Between Noteholders (Bank 2021-Bnk35)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIRialto Mortgage Finance, LLC, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIRialto Mortgage Finance, LLC, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall automatically become and be the Agent.
Appears in 4 contracts
Samples: Agreement Between Noteholders (BBCMS Mortgage Trust 2019-C3), Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2019-C50), Agreement (Wells Fargo Commercial Mortgage Trust 2018-C45)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIXxxxxxx Xxxxx Bank USA, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIXxxxxxx Sachs Bank USA, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 3 contracts
Samples: Agreement Between Noteholders (GS Mortgage Securities Trust 2019-Gc40), Agreement Between Noteholders (Benchmark 2019-B11 Mortgage Trust), Agreement Between Noteholders (GS Mortgage Securities Trust 2019-Gc39)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder. In the event that the Agent is terminated pursuant to this Section 3139, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIUBS Real Estate Securities Inc., as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIUBS Real Estate Securities Inc., as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding anything to the contrary in this Agreement, upon a Securitization of the Senior Note or any portion thereof, the Certificate Administrator (or the Trustee, as applicable) shall automatically become and be the Agent.
Appears in 3 contracts
Samples: Amended And (Morgan Stanley Capital I Trust 2015-Ubs8), Agreement Between Noteholders (CSAIL 2015-C3 Commercial Mortgage Trust), Agreement Between Noteholders (Bank of America Merrill Lynch Commercial Mortgage Trust 2015-Ubs7)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-2-A Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIXxxxx Fargo, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIXxxxx Fargo, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 3 contracts
Samples: Agreement (GS Mortgage Securities Trust 2019-Gc40), Agreement (Benchmark 2019-B11 Mortgage Trust), Agreement (Bank 2019-Bnk18)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3136, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIBMO, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIBMO, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 3 contracts
Samples: Agreement Between Noteholders (BMO 2022-C2 Mortgage Trust), Agreement Between Noteholders (Citigroup Commercial Mortgage Trust 2022-Gc48), Agreement Between Noteholders (BMO 2022-C1 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-4-1 Holder. In the event that the Agent is terminated pursuant to this Section 3138, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDB, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDB, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Lead Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to upon such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorLead Master Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Lead Master Servicer as Agent under this AgreementAgreement without any further notice or other action, in which case the appointment of a successor Master Servicer under the Servicing Agreement shall be deemed an appointment of such successor Master Servicer as successor Agent under this Agreement without any further notice or other action.
Appears in 3 contracts
Samples: Amended and Restated Agreement Between Noteholders (Bank5 2023-5yr2), Agreement Between Noteholders (Benchmark 2023-B39 Mortgage Trust), Amended and Restated Agreement (Bank5 2023-5yr2)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1-A Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICREFI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICREFI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Note A-1-A Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 3 contracts
Samples: Agreement (Benchmark 2018-B8 Mortgage Trust), Agreement (Citigroup Commercial Mortgage Trust 2018-C6), Agreement (Benchmark 2018-B7 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote Holder. In the event that the Agent is terminated pursuant to this Section 3139, 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. The Agent may resign at any time upon on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Noteholders (it being agreed that the Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Noteholders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBINatixis, as Initial Agent, may transfer its rights and obligations to a the Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent of any Noteholder. GSBI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization Natixis without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator 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.
Appears in 3 contracts
Samples: Agreement Between Noteholders (Citigroup Commercial Mortgage Trust 2017-P7), Agreement Between Noteholders (CSMC 2016-NXSR Commercial Mortgage Trust), Agreement Between Noteholders (Wells Fargo Commercial Mortgage Trust 2016-Nxs6)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDB, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDB, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 3 contracts
Samples: Agreement Between Noteholders (DBGS 2018-C1 Mortgage Trust), Agreement Between Noteholders (Benchmark 2018-B5 Mortgage Trust), Agreement (COMM 2018-Cor3 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIGSB, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIGSB, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 3 contracts
Samples: Agreement Between Noteholders (Benchmark 2021-B27 Mortgage Trust), Agreement Between Noteholders (Benchmark 2021-B26 Mortgage Trust), Agreement Between Noteholders (Bank 2021-Bnk33)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-5 Holder. In the event that the Agent is terminated pursuant to this Section 3138, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to upon such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorMaster Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Master Servicer as Agent under this AgreementAgreement without any further notice or other action, in which case the appointment of a successor Master Servicer under the Servicing Agreement shall be deemed an appointment of such successor Master Servicer as successor Agent under this Agreement without any further notice or other action.
Appears in 3 contracts
Samples: Pooling and Servicing Agreement (Benchmark 2020-B20 Mortgage Trust), Pooling and Servicing Agreement (Benchmark 2020-B19 Mortgage Trust), Pooling and Servicing Agreement (DBJPM 2020-C9 Mortgage Trust)
Termination of Agent. The Prior to a Securitization, the Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder. In the event that the Agent is terminated pursuant to this Section 3138, all of its rights and obligations under this Agreement shall be terminated, other than any rights or obligations that accrued prior to the date and time of such termination. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICantor Commercial Real Estate Lending, L.P., as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICantor Commercial Real Estate Lending, L.P., as Initial Agent, shall promptly and diligently attempt to cause such the Servicer to act as successor Agent, and, if such the Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorServicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator the Servicer as Agent under this Agreement. Notwithstanding anything to the contrary in this Agreement, upon a Securitization of any Senior Note or any portion thereof, the Certificate Administrator (or, if there is no Certificate Administrator, the Trustee) shall automatically become and be the Agent.
Appears in 3 contracts
Samples: Agreement Among Noteholders (Citigroup Commercial Mortgage Trust 2018-C5), Agreement Among Noteholders (JPMDB Commercial Mortgage Securities Trust 2018-C8), Agreement Among Noteholders (UBS Commercial Mortgage Trust 2018-C9)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-2 Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDBRI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDBRI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to upon such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorMaster Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Master Servicer as Agent under this AgreementAgreement without any further notice or other action, in which case the appointment of a successor Master Servicer under the Servicing Agreement shall be deemed an appointment of such successor Master Servicer as successor Agent under this Agreement without any further notice or other action.
Appears in 3 contracts
Samples: Agreement Between Noteholders (Benchmark 2020-B20 Mortgage Trust), Agreement Between Noteholders (Benchmark 2020-B19 Mortgage Trust), Agreement Between Noteholders (DBJPM 2020-C9 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIGS Commercial Real Estate LP, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIGS Commercial Real Estate LP, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall automatically become and be the Agent.
Appears in 2 contracts
Samples: Agreement (GS Mortgage Securities Trust 2016-Gs3), Agreement (Gs Mortgage Securities Corp Ii)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3134, all of its rights and obligations under this 50 Agreement shall be terminated, other than any rights or obligations that accrued prior to the date of such termination. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICCRE, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICCRE, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 2 contracts
Samples: Agreement Between Noteholders (Morgan Stanley Capital I Trust 2019-H6), Agreement Between Noteholders (CF 2019-Cf1 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Senior Noteholder. In the event that the Agent is terminated pursuant to this Section 3139, 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. The Agent may resign at any time upon on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Noteholders (it being agreed that the Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Noteholders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIBarclays Bank PLC, as Initial Agent, may transfer its rights and obligations to a the Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent of any Noteholder. GSBI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders Senior Noteholder and the Junior Noteholder hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization Barclays Bank PLC without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator 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.
Appears in 2 contracts
Samples: Agreement Among Noteholders (Wells Fargo Commercial Mortgage Trust 2017-Rb1), Agreement Among Noteholders (BBCMS Mortgage Trust 2017-C1)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIGRASS RIVER REAL ESTATE CREDIT PARTNERS LOAN FUNDING, LLC, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIGRASS RIVER REAL ESTATE CREDIT PARTNERS LOAN FUNDING, LLC, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 2 contracts
Samples: Agreement Between Noteholders (CSAIL 2020-C19 Commercial Mortgage Trust), Agreement Between Noteholders (Morgan Stanley Capital I Trust 2020-L4)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A1-A Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICREFI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICREFI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 2 contracts
Samples: Agreement (GS Mortgage Securities Trust 2019-Gc40), Agreement Between Noteholders (Benchmark 2019-B10 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A1-A Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICREFI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICREFI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Note A1-A Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 2 contracts
Samples: Agreement (Benchmark 2018-B4 Mortgage Trust), Agreement (Citigroup Commercial Mortgage Trust 2018-C5)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3138, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBISMC, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBISMC, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 2 contracts
Samples: Agreement Between Noteholders (BBCMS Mortgage Trust 2023-5c23), Agreement Between Noteholders (BMO 2023-5c2 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICREFI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICREFI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Note A-1 Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 2 contracts
Samples: Agreement (Citigroup Commercial Mortgage Trust 2018-B2), Agreement (BENCHMARK 2018-B2 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICREFI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICREFI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 2 contracts
Samples: Agreement Between Noteholders (Citigroup Commercial Mortgage Trust 2019-C7), Agreement Between Noteholders (Benchmark 2019-B15 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder and Note B Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIGACC, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIGACC, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 2 contracts
Samples: Agreement Between Noteholders (Bank5 2024-5yr10), Agreement Between Noteholders (Benchmark 2024-V10 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICCRE, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICCRE, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Lead Securitization Note, the Certificate Administrator shall automatically become and be the Agent.
Appears in 1 contract
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICREFI, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICREFI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Note A Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 1 contract
Samples: Agreement Between Noteholders (CD 2019-Cd8 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-4-1 Holder. In the event that the Agent is terminated pursuant to this Section 3138, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDB, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDB, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Lead Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to upon such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorLead Master Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Lead Master Servicer as Agent under this AgreementAgreement without any further notice or other action, in which case the appointment of a successor Master Servicer under the Servicing Agreement shall be deemed an appointment of 112 such successor Master Sxxxxxxx as successor Agent under this Agreement without any further notice or other action.
Appears in 1 contract
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3134, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICCRE, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBICCRE, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 1 contract
Samples: Agreement Between Noteholders (CF 2019-Cf2 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 31, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIAREF2, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIAREF2, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administrator, as Certificate Administrator under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator as Agent under this Agreement.
Appears in 1 contract
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A Holder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIDB, as Initial Agent, may transfer its rights and obligations to a Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIDB, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Master Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to upon such Securitization without any further notice or other action. The termination or resignation of the Certificate AdministratorMaster Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Master Servicer as Agent under this AgreementAgreement without any further notice or other action, in which case the appointment of a successor Master Servicer under the Servicing Agreement shall be deemed an appointment of such successor Master Servicer as successor Agent under this Agreement without any further notice or other action.
Appears in 1 contract
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Senior Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIRialto Mortgage Finance, LLC, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIRialto Mortgage Finance, LLC, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Senior Note, the Certificate Administrator shall automatically become and be the Agent.
Appears in 1 contract
Samples: Agreement Between Noteholders (CSAIL 2016-C5 Commercial Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Senior Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIArgentic Real Estate Finance LLC, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIArgentic Real Estate Finance LLC, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement.. Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Senior Note, the Certificate Administrator shall automatically become and be the Agent. AGREEMENT BETWEEN NOTEHOLDERS 57199-57/Arizona Retail Portfolio
Appears in 1 contract
Samples: Agreement Between Noteholders (CD 2017-Cd6 Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIXxxxxxx Xxxxx Bank USA, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIXxxxxxx Sachs Bank USA, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Lead Securitization Note, the Master Servicer shall automatically become and be the Agent.
Appears in 1 contract
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote A-1 Holder, except that the Note A-1 Holder may designate the Servicer under the Interim Servicing Agreement without prior written notice. In the event that the Agent is terminated pursuant to this Section 3134, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the NoteholdersHolders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIBSP, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any NoteholderHolder. GSBIBSP, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement.. Notwithstanding the to the contrary in this Agreement, upon a Securitization of Note A-1, the Certificate Administrator shall automatically become and be the Agent. [NO FURTHER TEXT ON THIS PAGE]
Appears in 1 contract
Samples: Co Lender Agreement
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization NoteholderNote Holder. In the event that the Agent is terminated pursuant to this Section 3139, 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. The Agent may resign at any time upon on ten (10) days’ prior notice, so long as a successor Agent, reasonably satisfactory to the Noteholders (it being agreed that the Servicer, the Trustee or a Certificate Administrator in a Securitization is satisfactory to the Noteholders), has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBICFI, as Initial Agent, may transfer its rights and obligations to a the Servicer, the Trustee or the Certificate Administrator, as successor Agent, at any time without the consent of any Noteholder. GSBI, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator Servicer shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization CFI without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Master Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator 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.
Appears in 1 contract
Samples: Agreement Between Noteholders (CSAIL 2015-C3 Commercial Mortgage Trust)
Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIXxxxxxx Xxxxx Mortgage Company, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIXxxxxxx Sachs Mortgage Company, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Lead Securitization Note, the Master Servicer shall automatically become and be the Agent.
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Termination of Agent. The Agent may be terminated at any time upon ten (10) days prior written notice from the Lead Securitization Senior Noteholder. In the event that the Agent is terminated pursuant to this Section 3137, 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. The Agent may resign at any time upon notice, so long as a successor Agent, reasonably satisfactory to the Noteholders, has agreed to be bound by this Agreement and perform the duties of the Agent hereunder. GSBIXxxxxxx Xxxxx Bank USA, as Initial Agent, may transfer its rights and obligations to a the Servicer, as successor Agent, at any time without the consent of any Noteholder. GSBIXxxxxxx Sachs Bank USA, as Initial Agent, shall promptly and diligently attempt to cause such Servicer to act as successor Agent, and, if such Servicer declines to act in such capacity, shall promptly and diligently attempt to cause a similar servicer to act as successor Agent. Notwithstanding the foregoing, the Noteholders hereby agree that, simultaneously with the closing of the Lead Securitization, the Certificate Administrator shall be deemed to have been automatically appointed as the successor Agent under this Agreement in place of the Initial Agent or any successor thereto prior to such Securitization without any further notice or other action. The termination or resignation of the Certificate Administratorsuch Servicer, as Certificate Administrator Servicer under the Servicing Agreement, shall be deemed a termination or resignation of such Certificate Administrator Servicer as Agent under this Agreement. Notwithstanding the to the contrary in this Agreement, upon a Securitization of the Senior Note, the Certificate Administrator shall automatically become and be the Agent.
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