Analysis of Manager Upon Manager Termination Event; Coordination of Replacement Manager Bids Sample Clauses

Analysis of Manager Upon Manager Termination Event; Coordination of Replacement Manager Bids. Upon written notice to, or actual knowledge by a Responsible Officer of, the Transition Manager of the occurrence of the Manager Termination Event, the Transition Manager shall (unless directed not to by the a majority of the Class A Members (the “Class A Majority”) within 15 Business Days of such notice or actual knowledge) analyze (such analysis may include review of competing bids and, if the Transition Manager deems it appropriate, review of the analysis and other information provided by an industry expert), the impact of terminating the then current Manager and shall provide a written recommendation to the Company regarding whether to retain the current Manager or seek a Replacement Manager. If, based on the foregoing analysis, the Transition Manager recommends a search for a Replacement Manager, the Transition Manager shall use reasonable efforts to promptly locate and evaluate Replacement Manager candidates (including but not limited to those set forth in Exhibit A) and shall coordinate the flow of information necessary to obtain bids and other relevant information from all viable Replacement Manager candidates. The Transition Manager shall review the competing bids of Replacement Manager candidates and related information and shall provide a written recommendation for a [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. Replacement Manager to the Company (with an explanation for such recommendation (which may be based, as the Transition Manager deems appropriate, on a review of the analysis and other information provided by an industry expert)). The Transition Manager may consider and recommend a bid from affiliates of, or other divisions of, the Transition Manager in evaluating Replacement Manager candidates. The Company acknowledges and agrees that nothing contained herein shall obligate the Transition Manager to act as a Replacement Manager or to provide a Replacement Manager if no suitable candidates are willing and/or able to serve in such capacity in accordance with the terms of the MOMA. In preparing its analysis and recommendations, the Transition Manager may utilize the service of industry experts, and the reasonable and documented out-of-pocket fees and expenses of such Persons shall be reimbursed to the Transition Manager on each Payment Date [in accordance with and subject to the Priority of Payme...

Related to Analysis of Manager Upon Manager Termination Event; Coordination of Replacement Manager Bids

  • Waiver of Past Servicer Termination Events and Special Servicer Termination Events The Holders of Sequential Pay Certificates evidencing not less than 66 2/3% of the aggregate Voting Rights of all then outstanding Sequential Pay Certificates may, on behalf of all Certificateholders and upon adequate indemnification of the Trustee by the requesting Holders of Certificates, waive any default by the Servicer or the Special Servicer in the performance of its obligations hereunder and its consequences, except a default in making any required deposits (including Monthly Payment Advances) to or payments from the Collection Account, the Distribution Account or any Foreclosed Property Account or in remitting payments as received, in each case in accordance with this Agreement. Upon any such waiver of a past default, such default shall cease to exist, and the related Servicer Termination Event or Special Servicer Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other default or impair any right related thereto.

  • Waiver of Past Servicer Termination Events and Operating Advisor Termination Events; Termination The Holders of Certificates evidencing not less than 66-2/3% of the aggregate Voting Rights of the Certificates may, together with each affected Serviced Companion Loan Noteholder (to the extent they are adversely affected by such Servicer Termination Event or Operating Advisor Termination Event, as applicable), on behalf of all Holders of Certificates waive any termination event with respect to the Master Servicer, the Special Servicer or the Operating Advisor in the performance of its obligations hereunder and its consequences, except a termination event with respect to making any required deposits (including, with respect to the Master Servicer, P&I Advances) to or payments from the Collection Account, any Serviced Loan Combination Collection Account or the Lower-Tier Distribution Account, or in remitting payments as received, in each case in accordance with this Agreement. Upon any such waiver of a past termination event, such termination event shall cease to exist, and any Servicer Termination Event or Operating Advisor Termination Event arising therefrom shall be deemed to have been remedied for every purpose of this Agreement. No such waiver shall extend to any subsequent or other termination event or impair any right consequent thereon. Notwithstanding the foregoing, a Master Servicer Termination Event under Section 7.01(a)(viii) or a Special Servicer Termination Event under Section 7.01(b)(viii) of this Agreement may be waived only with the consent of the Depositor.

  • Servicer Termination Events; Master Servicer and Special Servicer Termination (a) “Servicer Termination Event”, wherever used herein, means, with respect to the Master Servicer or the Special Servicer, as the case may be, any one of the following events:

  • Administrator Replacement Events; Termination of the Administrator (a) Subject to clauses (d) and (e) below, the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice.

  • Servicer Termination Events; Special Servicer Termination Events (a) “Servicer Termination Event,” or “Special Servicer Termination Event” wherever used herein with respect to the Servicer or the Special Servicer, as the case may be, means any one of the following events whether it shall be voluntary or involuntary or be effected by operation of law or pursuant to any judgment, decree or order of any court or any order, rule or regulation of any administrative or governmental body:

  • Servicer Termination Events (a) “Master Servicer Termination Event,” wherever used herein, means any one of the following events:

  • EFFECTIVE DATE AND TERMINATION OF THE CUSTODIAN AS FOREIGN CUSTODY MANAGER The Board's delegation to the Custodian as Foreign Custody Manager of the Portfolios shall be effective as of the date hereof and shall remain in effect until terminated at any time, without penalty, by written notice from the terminating party to the non-terminating party. Termination will become effective thirty (30) days after receipt by the non-terminating party of such notice. The provisions of Section 3.2.2 hereof shall govern the delegation to and termination of the Custodian as Foreign Custody Manager of the Portfolios with respect to designated countries.

  • Termination of Representative The services of a Representative may be terminated at any time by the affirmative vote of Holders holding a majority of the Notes, measured by the outstanding principal amount with respect to each such Note, but only if they simultaneously appoint a replacement Representative.

  • Administrator Termination Events; Termination of the Administrator (a) Subject to clause (d) below, the Administrator may resign its duties hereunder by providing the Issuer with at least sixty (60) days’ prior written notice.

  • Servicer Termination Event For purposes of this Agreement, each of the following shall constitute a “Servicer Termination Event”: