Common use of Successor Trustee or Certificate Administrator Clause in Contracts

Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed as provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor and to its predecessor Trustee or Certificate Administrator, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as the case may be, shall become effective and such successor trustee or certificate administrator, as the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor Trustee or Certificate Administrator shall deliver (at such predecessor’s own expense) to the successor trustee or certificate administrator all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor’s own expense) to the successor trustee, the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect such transfer. The predecessor Trustee or Certificate Administrator, as the case may be, shall also deliver all records or copies thereof maintained by the predecessor Trustee or Certificate Administrator in the administration hereof as may be reasonably requested by the successor trustee or certificate administrator, as applicable, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Depositor and the predecessor Trustee or Certificate Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or certificate administrator, as the case may be, all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to a successor certificate administrator exceed the Certificate Administrator Fee.

Successor Trustee or Certificate Administrator. (a) Any successor trustee Trustee or certificate administrator Certificate Administrator appointed as provided in Section 7.6 8.7 shall execute, acknowledge and deliver to the Depositor Depositor, the Servicer, the Special Servicer and to its predecessor trustee or certificate administrator, as applicable, an instrument (i) accepting such appointment hereunder and (ii) making the representations and warranties of the Trustee or the Certificate Administrator, as the case may beapplicable, an instrument accepting such appointment hereunder, as provided in Section 2.3 and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor Trustee or Certificate Administrator, as the case may be, shall become effective and such successor trustee or certificate administrator, as the case may beapplicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor Trustee or Certificate Administrator shall deliver (at such predecessor’s own expense) to the successor trustee or certificate administrator all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor’s own expense) to the successor trustee, the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect such transfer. The predecessor Trustee or Certificate Administrator, as the case may be, shall also deliver all records or copies thereof maintained by the predecessor Trustee or Certificate Administrator in the administration hereof as may be reasonably requested by the successor trustee or certificate administrator, as applicable, herein. The predecessor Trustee shall deliver or cause to be delivered to the successor Trustee the Loan File and shall thereupon be discharged from all duties related documents and responsibilities under this Agreement. In additionstatements held by it hereunder, and the Depositor, the Depositor Servicer, the Special Servicer and the predecessor Trustee trustee or Certificate Administrator certificate administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or certificate administratorCertificate Administrator, as the case may beapplicable, all such rights, powers, duties and obligations. Anything herein No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the contrary notwithstandingresignation or termination of the Trustee or Certificate Administrator, in no event shall the combined fees payable to as applicable). Upon acceptance of appointment by a successor Trustee or Certificate Administrator as provided in this Section, the successor Trustee or Certificate Administrator, as applicable, shall mail notice of the succession of such trustee or certificate administrator exceed administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Administrator FeeRegister, the Companion Loan Holders, the Depositor, the Borrower, the Initial Purchaser and the Rating Agencies (through the successor 17g-5 Information Provider’s website, as applicable).

Successor Trustee or Certificate Administrator. (a) Any successor trustee or certificate administrator appointed as provided in Section 7.6 shall execute, acknowledge and deliver to the Depositor and to its predecessor Trustee or Certificate Administrator, as the case may be, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as the case may be, shall become effective and such successor trustee or certificate administrator, as the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor Trustee or Certificate Administrator shall deliver (at such predecessor’s own expense) to the successor trustee or certificate administrator all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and the predecessor Trustee or Certificate Administrator shall duly assign, transfer, deliver and pay over (at such predecessor’s own expense) to the successor trusteetrustee or certificate administrator, the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect such transfer. The predecessor Trustee or Certificate Administrator, as the case may be, shall also deliver all records or copies thereof maintained by the predecessor Trustee or Certificate Administrator in the administration hereof as may be reasonably requested by the successor trustee or certificate administrator, as applicable, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition, the Depositor and the predecessor Trustee or Certificate Administrator shall execute and deliver such other instruments and do such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee or certificate administrator, as the case may be, all such rights, powers, duties and obligations. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to the Certificate Administrator or a successor certificate administrator (inclusive of fees paid to the Trustee (or successor trustee)) exceed the Certificate Administrator Fee.

Successor Trustee or Certificate Administrator. (a) Any successor trustee Trustee or certificate administrator successor Certificate Administrator appointed as provided in Section 7.6 9.06 shall execute, acknowledge and deliver to the Depositor and to its predecessor Trustee or Certificate Administrator, as the case may beapplicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as the case may be, Administrator shall become effective and such successor trustee Trustee or certificate administratorCertificate Administrator, as the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Certificate Administrator Administrator, as applicable, herein. The predecessor Trustee or Certificate Administrator shall deliver (at such predecessor’s own expense) to the successor trustee or certificate administrator all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor’s own expense) to the successor trusteeTrustee or Certificate Administrator, as the entire Trustcase may be, all related documents and statements, and money and other property held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed necessary as may be reasonably required to effect such transfer. The predecessor Trustee or Certificate Administrator, as transfer and such of the case may be, shall also deliver all records or copies thereof maintained by the predecessor Trustee or Certificate Administrator in the administration hereof as may be reasonably requested by the successor trustee Trustee or certificate administratorCertificate Administrator, as applicablethe case may be, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition; provided, the Depositor and however, that if the predecessor Trustee or Certificate Administrator has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee or Certificate Administrator incurred in complying with this Section 9.07 shall execute and deliver be reimbursed by the Trust. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 9.07 unless at the time of such other instruments and do appointment such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee Trustee or certificate administratorCertificate Administrator, as the case may be, all such rights, powers, duties and obligationsshall be eligible under the provisions of Section 9.05. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to Upon acceptance of appointment by a successor certificate administrator exceed Trustee or Certificate Administrator, as applicable, as provided in this Section 9.07, the Certificate Administrator Feeshall cooperate to mail notice of the succession of such Trustee or Certificate Administrator, as the case may be, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.

Successor Trustee or Certificate Administrator. (a) Any successor trustee Trustee or certificate administrator successor Certificate Administrator appointed as provided in Section 7.6 9.06 shall execute, acknowledge and deliver to the Depositor and to its predecessor Trustee or Certificate Administrator, as the case may beapplicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as the case may be, Administrator shall become effective and such successor trustee Trustee or certificate administratorCertificate Administrator, as the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Certificate Administrator Administrator, as applicable, herein. The predecessor Trustee or 110 Certificate Administrator shall deliver (at such predecessor’s own expense) to the successor trustee or certificate administrator all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor’s own expense) to the successor trusteeTrustee or Certificate Administrator, as the entire Trustcase may be, all related documents and statements, and money and other property held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed necessary as may be reasonably required to effect such transfer. The predecessor Trustee or Certificate Administrator, as transfer and such of the case may be, shall also deliver all records or copies thereof maintained by the predecessor Trustee or Certificate Administrator in the administration hereof as may be reasonably requested by the successor trustee Trustee or certificate administratorCertificate Administrator, as applicablethe case may be, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition; provided, the Depositor and however, that if the predecessor Trustee or Certificate Administrator has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee or Certificate Administrator incurred in complying with this Section 9.07 shall execute and deliver be reimbursed by the Trust. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 9.07 unless at the time of such other instruments and do appointment such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee Trustee or certificate administratorCertificate Administrator, as the case may be, all such rights, powers, duties and obligationsshall be eligible under the provisions of Section 9.05. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to Upon acceptance of appointment by a successor certificate administrator exceed Trustee or Certificate Administrator, as applicable, as provided in this Section 9.07, the Certificate Administrator Feeshall cooperate to mail notice of the succession of such Trustee or Certificate Administrator, as the case may be, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Register and to each Rating Agency.

Successor Trustee or Certificate Administrator. (a) Any successor trustee Trustee or certificate administrator successor Certificate Administrator appointed as provided in Section 7.6 9.06 shall execute, acknowledge and deliver to the Depositor Servicers and to its predecessor Trustee or Certificate Administrator, as the case may beapplicable, an instrument accepting such appointment hereunder, and thereupon the resignation or removal of the predecessor Trustee or Certificate Administrator, as the case may be, Administrator shall become effective and such successor trustee Trustee or certificate administratorCertificate Administrator, as the case may be, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with like effect as if originally named as Trustee or Certificate Administrator Administrator, as applicable, herein. The predecessor Trustee or Certificate Administrator shall deliver (at such predecessor’s own expense) to the successor trustee or certificate administrator all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor’s own expense) to the successor trusteeTrustee or Certificate Administrator, as the entire Trustcase may be, all Mortgage Files, related documents and statements, and money and other property held by it hereunder, together with all instruments of transfer and assignment or other documents properly executed necessary as may be reasonably required to effect such transfer. The predecessor Trustee or Certificate Administrator, as transfer and such of the case may be, shall also deliver all records or copies thereof maintained by the predecessor Trustee or Certificate Administrator in the administration hereof as may be reasonably requested by the successor trustee Trustee or certificate administratorCertificate Administrator, as applicablethe case may be, and shall thereupon be discharged from all duties and responsibilities under this Agreement. In addition; provided, the Depositor and however, that if the predecessor Trustee or Certificate Administrator has been terminated pursuant to the third paragraph of Section 9.06, all reasonable expenses of the predecessor Trustee or Certificate Administrator incurred in complying with this Section 9.07 shall execute and deliver be reimbursed by the Trust. No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section 9.07 unless at the time of such other instruments and do appointment such other things as may reasonably be required to more fully and certainly vest and confirm in the successor trustee Trustee or certificate administratorCertificate Administrator, as the case may be, all such rights, powers, duties and obligationsshall be eligible under the provisions of Section 9.05. Anything herein to the contrary notwithstanding, in no event shall the combined fees payable to Upon acceptance of appointment by a successor certificate administrator exceed Trustee or Certificate Administrator, as applicable, as provided in this Section 9.07, each Servicer shall cooperate to mail notice of the succession of such Trustee or Certificate Administrator, as the case may be, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Administrator FeeRegister and to each Rating Agency. If either Servicer fails to mail such notice within ten days after acceptance of appointment by the successor Trustee or Certificate Administrator, the successor Trustee or Certificate Administrator, as the case may be, shall cause such notice to be mailed at the expense of such Servicer.

Successor Trustee or Certificate Administrator. (a) Any successor trustee Trustee or certificate administrator Certificate Administrator appointed as provided in Section 7.6 8.7 shall execute, acknowledge and deliver to the Depositor Depositor, the Servicer, the Special Servicer and to its predecessor trustee or certificate administrator, as applicable, an instrument (i) accepting such appointment hereunder and (ii) making the representations and warranties of the Trustee or the Certificate Administrator, as the case may beapplicable, an instrument accepting such appointment hereunder, as provided in Section 2.3 and thereupon the resignation or removal of the predecessor trustee shall become effective and such successor Trustee or Certificate Administrator, as the case may be, shall become effective and such successor trustee or certificate administrator, as the case may beapplicable, without any further act, deed or conveyance, shall become fully vested with all the rights, powers, duties and obligations of its predecessor hereunder, with the like effect as if originally named as Trustee or Certificate Administrator herein. The predecessor Trustee or Certificate Administrator shall deliver (at such predecessor’s own expense) to the successor trustee or certificate administrator all Mortgage Files and documents and statements related to the Mortgage Files held by it hereunder, and the predecessor Trustee shall duly assign, transfer, deliver and pay over (at such predecessor’s own expense) to the successor trustee, the entire Trust, together with all instruments of transfer and assignment or other documents properly executed necessary to effect such transfer. The predecessor Trustee or Certificate Administrator, as the case may be, shall also deliver all records or copies thereof maintained by the predecessor Trustee or Certificate Administrator in the administration hereof as may be reasonably requested by the successor trustee or certificate administrator, as applicable, herein. The predecessor Certificate Administrator shall deliver or cause to be delivered to the successor Certificate Administrator the Loan File and shall thereupon be discharged from all duties related documents and responsibilities under this Agreement. In additionstatements held by it hereunder, and the Depositor, the Depositor Servicer, the Special Servicer and the predecessor Trustee trustee or Certificate Administrator certificate administrator, as applicable, shall execute and deliver such other instruments and do such other things as may reasonably be required to for more fully and certainly vest vesting and confirm confirming in the successor trustee Trustee or certificate administratorCertificate Administrator, as the case may beapplicable, all such rights, powers, duties and obligations. Anything herein No successor Trustee or Certificate Administrator shall accept appointment as provided in this Section unless at the time of such acceptance such successor Trustee or Certificate Administrator, as applicable, shall be eligible under the provisions of Section 8.6 and its appointment shall not result in the qualification, downgrading, or withdrawal of the current rating of any Class of the Certificates (prior to the contrary notwithstandingresignation or termination of the Trustee or Certificate Administrator, in no event shall the combined fees payable to as applicable). Upon acceptance of appointment by a successor Trustee or Certificate Administrator as provided in this Section, the successor Trustee or Certificate Administrator, as applicable, shall mail notice of the succession of such trustee or certificate administrator exceed administrator, as applicable, hereunder to all Holders of Certificates at their addresses as shown in the Certificate Administrator FeeRegister, the Depositor, the Borrowers, the Initial Purchasers, the Companion Loan Holders and the Rating Agencies (through the successor 17g-5 Information Provider’s website, as applicable).