Common use of Appointment of Special Servicer Clause in Contracts

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 PSA and the Note A-2 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such PSA if the operating advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such PSA (as a collective whole) and an affirmative vote of requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 6 contracts

Samples: Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C40), Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C6), Lender Agreement (UBS Commercial Mortgage Trust 2017-C5)

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Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 A-1-A PSA, the Note A-1-B PSA, the Note A-2 PSA, the Note A-3-A PSA and the Note A-2 A-3-B PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 A-1-A Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the Note A-2 PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the Note A-2 PSA if the operating advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such the Note A-2 PSA (as a collective whole) and an affirmative vote of requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 5 contracts

Samples: Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P8), Lender Agreement (UBS Commercial Mortgage Trust 2017-C1), Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and (including, to the extent a Note is included in a Securitization, the parties to the Note A-1 PSA and the Note A-2 PSA related PSA) a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the Note A-2 PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the Note A-2 PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such the Note A-2 PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 5 contracts

Samples: Lender Agreement (CCUBS Commercial Mortgage Trust 2017-C1), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-C4), Lender Agreement (Citigroup Commercial Mortgage Trust 2017-C4)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 A-1-A PSA, the Note A-1-B PSA, the Note A-2-A PSA, the Note A-3 PSA, the Note A-4-B PSA and the Note A-2 A-5-A PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 A-1-A Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the Note A-5-A PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the Note A-5-A PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such the Note A-5-A PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 5 contracts

Samples: Lender Agreement (UBS Commercial Mortgage Trust 2017-C5), Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41), Lender Agreement (UBS Commercial Mortgage Trust 2017-C6)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 PSA, the Note A-2 PSA and the Note A-2 A-3 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the Note A-2 PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the Note A-2 PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such the Note A-2 PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 4 contracts

Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C47), Co Lender Agreement (CSAIL 2018-C14 Commercial Mortgage Trust), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C10)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 PSA Lead Securitization Servicing Agreement and the Note A-2 PSA each Non-Lead Servicing Agreement a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such PSA the Servicing Agreement in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such PSA the Servicing Agreement if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such PSA the Servicing Agreement (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 4 contracts

Samples: Co Lender Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C11), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C13)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders Holder and the parties to the Note A-1 A-1-1 PSA, the Note A-1-2 PSA and the Note A-2 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 A-1-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such PSA if the operating advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such PSA (as a collective whole) and an affirmative vote of requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 3 contracts

Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2019-C17), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2019-C53), Lender Agreement (Wells Fargo Commercial Mortgage Trust 2019-C52)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 PSA, the Note A-2 PSA and the Note A-2 A-3 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 A-3 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the Note A-2 PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the Note A-2 PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such the Note A-2 PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 3 contracts

Samples: Lender Agreement (UBS Commercial Mortgage Trust 2017-C5), Lender Agreement (UBS Commercial Mortgage Trust 2017-C4), Lender Agreement (Citigroup Commercial Mortgage Trust 2017-C4)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 A-1-A PSA, the Note A-2-A PSA and the Note A-2 A-3-A PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 A-1-A Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the Note A-3-A PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the Note A-3-A PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such the Note A-3-A PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 3 contracts

Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2019-C18), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2019-C7), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2020-C55)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders Holder and the parties to the Note A-1 PSA and the Note A-2 UBS 2017-C5 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the UBS 2017-C5 PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the UBS 2017-C5 PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such UBS 2017-C5 PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 3 contracts

Samples: Lender Agreement (UBS Commercial Mortgage Trust 2017-C5), Lender Agreement (CSAIL 2017-Cx10 Commercial Mortgage Trust), Lender Agreement (UBS Commercial Mortgage Trust 2017-C5)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 A-1-A PSA, the Note A-1-B PSA and the Note A-2 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 A-1-A Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the Note A-2 PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the Note A-2 PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such the Note A-2 PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 3 contracts

Samples: Lender Agreement (UBS Commercial Mortgage Trust 2017-C7), Lender Agreement (UBS Commercial Mortgage Trust 2017-C6), Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 PSA, the Note A-2 PSA and the Note A-2 A-3 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such PSA if the operating advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such PSA (as a collective whole) and an affirmative vote of requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 3 contracts

Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2018-C46), Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C12), Co Lender Agreement (CSAIL 2018-Cx12 Commercial Mortgage Trust)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders Holder and the parties to the Note A-1 PSA and the Note A-2 CSAIL 2017-C8 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the CSAIL 2017-C8 PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the CSAIL 2017-C8 PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such CSAIL 2017-C8 PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 2 contracts

Samples: Co Lender Agreement (CSAIL 2017-C8 Commercial Mortgage Trust), Co Lender Agreement (CSAIL 2017-Cx9 Commercial Mortgage Trust)

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Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 PSA, the UBS-C8 PSA and the Note A-2 A-3 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the UBS-C8 PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the UBS-C8 PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such the UBS-C8 PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 2 contracts

Samples: Lender Agreement (UBS Commercial Mortgage Trust 2018-C9), Lender Agreement (UBS Commercial Mortgage Trust 2018-C8)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders Holder and the parties to the Note A-1 PSA and the Note A-2 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the Note A-2 PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the Note A-2 PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such the Note A-2 PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 2 contracts

Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2017-C4), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2017-C41)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan Loans and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 Notes PSA and the Note A-2 UBS-C10 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Notes Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the UBS-C10 PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the UBS-C10 PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such the UBS-C10 PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 2 contracts

Samples: Co Lender Agreement (UBS Commercial Mortgage Trust 2018-C10), Co Lender Agreement (Citigroup Commercial Mortgage Trust 2018-C5)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders Holder and the parties to the Note A-1 PSA, the Note A-2 PSA and the Note A-2 A-3 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA or the Note A-3 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such PSA if the operating advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such PSA (as a collective whole) and an affirmative vote of requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 2 contracts

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2020-C8), Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2020-C57)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders Holder and the parties to the Note A-1 PSA and the Note A-2 CGCMT 2017-P7 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the CGCMT 2017-P7 PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the CGCMT 2017-P7 PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such CGCMT 2017-P7 PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 2 contracts

Samples: Co Lender Agreement (Citigroup Commercial Mortgage Trust 2017-P7), Co Lender Agreement (CSAIL 2017-C8 Commercial Mortgage Trust)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders and the parties to the Note A-1 PSA, the Note A-2-A PSA and the Note A-2 A-3-A PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such the Note A-3-A PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such the Note A-3-A PSA if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such the Note A-3-A PSA (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 2 contracts

Samples: Co Lender Agreement (Wells Fargo Commercial Mortgage Trust 2019-C49), Co Lender Agreement (UBS Commercial Mortgage Trust 2019-C16)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders Holder and the parties to the BBCMS C-17 PSA, the Note A-1 A-2 PSA and the Note A-2 A-4 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such PSA the Servicing Agreement in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such PSA the Servicing Agreement if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (1a) the Special Servicer has failed to comply with the Servicing Standard and (2b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such PSA the Servicing Agreement (as a collective whole) and an (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 1 contract

Samples: Co Lender Agreement (BBCMS Mortgage Trust 2022-C18)

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holders Holder and the parties to the Note A-1 PSA and the Note A-2 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, if the Note A-2 PSA is the Lead Securitization PSA, the Special Servicer could be terminated under such PSA in connection with a “servicer termination event” (or analogous event) thereunder, or otherwise based on a recommendation by the operating advisor under such PSA if the operating advisor determines, in its sole discretion exercised in good faith, that (1) the Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under such PSA (as a collective whole) and an affirmative vote of requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appears in 1 contract

Samples: Lender Agreement (Wells Fargo Commercial Mortgage Trust 2019-C52)

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