Common use of Designation of Special Servicer by the Controlling Class and Controlling Holders Clause in Contracts

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is resignation), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s 's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s 's becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is resignationas set forth in Section 3.11(c) of this Agreement), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s 's responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center One Grumman Road West Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center One Grumman Road West Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments One Grumman Road West Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided provided, that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1J-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2J-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is its resignation), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center related Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center Cabrillo Palisades Loan and the Companion Holder related to the Great Wolf Resorts Loan, respectively shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center related Mortgage Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan such Mortgage Loans as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is resignationas set forth in Section 3.11(c) of this Agreement), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center 2100 Rxxx Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center 2100 Rxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center 2100 Rxxx Loan, and the Controlling Class initially shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center 2100 Rxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Llano Logistics Intercreditor Agreement, the Companion Holder related to the Lembi Pool Llano Logistics Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Llano Logistics Loan, and the Controlling Class initially shall not have the right to replace the Special Servicer with respect to the Lembi Pool Llano Logistics Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Newforest Estates Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Newforest Estates Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Newforest Estates Loan, and the Controlling Class initially shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Newforest Estates Loan as described above. Notwithstanding the foregoing, in accordance with the terms of The Barrington Intercreditor Agreement, the Companion Holder related to The Barrington Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to The Barrington Loan, and the Controlling Class initially shall not have the right to replace the Special Servicer with respect to The Barrington Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Glenbrooke at Palm Bay Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Glenbrooke at Palm Bay Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Glenbrooke at Palm Bay Loan, and the Controlling Class initially shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Glenbrooke at Palm Bay Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Wxxx-Xxxxx Subordinate Intercreditor AgreementAgreements, the Companion Holder related to the Quail Creek Loan such Wxxx-Xxxxx Loans shall have the right to appoint, approve and/or remove appoint or discharge the Special Servicer with respect to the Quail Creek Loansuch Wxxx-Xxxxx Loans, and the Controlling Class initially shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan such Wxxx-Xxxxx Loans as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Wxxx-Dxxxx Xxxx Passu Intercreditor AgreementAgreements, upon the cessation of the subordinate Companion Holder related to the Rancho Vista Apartments Loan shall have the Holder’s right to appoint, approve and/or remove appoint or discharge the Special Servicer under the Wxxx-Xxxxx Subordinate Intercreditor Agreements, the Lead Lender may appoint or discharge the Special Servicer after consultation with the Co-Lender. Any such appointment shall be subject to the receipt of Rating Agency Confirmations with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described aboveeach Securitization.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is resignationas set forth in Section 3.11(c) of this Agreement), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of each of the Five Times Square Four Seasons Resort and Club - Dallas, TX Intercreditor Agreement, the 2007000-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool 000 Xxxxxxx Xxxxxx Subordinate Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with Montclair Plaza Intercreditor Agreement and the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Gateway Center Intercreditor Agreement, the Companion Holder related to each of the Los Angeles International Jewelry Four Seasons Resort and Club - Dallas, TX Loan, the 000-000 Xxxxxxx Xxxxxx Loan (with respect to the 000-000 Xxxxxxx Xxxxxx Subordinate Companion Loan holder only), the Montclair Plaza Loan and the Gateway Center Loan Loan, as applicable, shall have the right to appoint, approve and/or remove the Special Servicer with respect to each of the Los Angeles International Jewelry Four Seasons Resort and Club - Dallas, TX Loan, the 000-000 Xxxxxxx Xxxxxx Loan, the Montclair Plaza Loan and the Gateway Center Loan, as applicable, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoingFour Seasons Resort and Club - Dallas, in accordance with the terms of the Lembi Pool Intercreditor AgreementTX Loan, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000-000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxxx Xxxxxx Loan, the Montclair Plaza Loan and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Gateway Center Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoingapplicable, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s 's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the CertificatesCertificates or any class of Companion Loan Securities. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s 's becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is resignation), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s 's responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center ING Hospitality Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center ING Hospitality Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center ING Hospitality Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center ING Hospitality Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Sawgrass Mills Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s 's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s 's becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is resignationas set forth in Section 3.11(c) of this Agreement), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s 's responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center related Intercreditor Agreement, the Companion Holder Holder(s) related to the Los Angeles International Jewelry Center AmericasMart Loan, the 101 Avenue of the Americas Loan and the U-Haul Portfolio Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center related Mortgage Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan such Mortgage Loans as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor AgreementIn addition, the Companion Holder related to the Lembi Pool Westfield San Francisco Centre Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have has the right to replace the Special Servicer with respect to the Lembi Pool Westfield San Francisco Centre Whole Loan as described above. Notwithstanding the foregoing, in accordance with pursuant to the terms of the 000 Xxxx 0xx Xxxxxx related Intercreditor Agreement. In addition, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx NGP Rubicon GSA Pool Loan shall will have the right to appoint, approve and/or remove consent to any replacement of the Special Servicer special servicer with respect to the 000 Xxxx 0xx Xxxxxx NGP Rubicon GSA Pool Whole Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1J-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s 's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2J-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s 's becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is its resignation), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s 's responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square related Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center Intercreditor Agreement, the Subordinate Companion Holder Holders related to the Los Angeles International Jewelry Center 11 Madison Avenue Loan shall have the right to appointthx xxxxx xx xxxxxxt, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center related Mortgage Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s 's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s 's becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is resignationas set forth in Section 3.11(c) of this Agreement), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s 's responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center related Intercreditor Agreement, the Companion Holder Holder(s) related to the Los Angeles One & Two International Jewelry Center Place Loan and the 450 West 33rd Street Loan shall have the right to appoint, approve and/or remove the Special anx/xx xxxxxx xxx Xxxxial Servicer with respect to the Los Angeles International Jewelry Center related Mortgage Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan such Mortgage Loans as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 [__] days of such Special Servicer’s 's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s 's becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is resignationas set forth in Section 3.11(c) of this Agreement), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s 's responsibilities and rights hereunder, including, without limitation, the transfer within two (2) [__] Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s 's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s 's becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is its resignation), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s 's responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement(i) so long as no 180 Maiden Lane Control Appraisal Period exists, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center Loan 180 Maiden Lane Xxxxxxxxxxx Xxxder shall have the right to appoint, approve and/or remove axxxxxx xxx/xx xemove the Special Servicer with respect to the Los Angeles International Jewelry Center Loan, 180 Maiden Lane Loan as set forth in the 180 Maiden Lane Intercreditox Xxxxxxxxx xx each case subject to any cxxxxxxxxx xx xxstrictions described or incorporated by reference therein and the Controlling Class shall not have the right to replace the such Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreementand (ii) so long as no 175 West Jackson Control Appraisal Period exists, the Companion Holder related to the Lembi Pool Loan 175 West Jacksox Xxxxxxxxxxxxxx shall have the right to appoint, approve and/or remove and/ox xxxxxe the Special Servicer with respect to the Lembi Pool Loan175 West Jackson Loan as set forth in the 175 West Jackson Intercredixxx Xxxxxxxxx, xn each case subject to any xxxxxxxxxx xx xestrictions described or incorporated by reference therein and the Controlling Class shall not have the right to replace the such Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is its resignation), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s 's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s 's becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is resignationas set forth in Section 3.11(c) of this Agreement), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s 's responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center related Intercreditor Agreement, the Companion Holder Holder(s) related to the Los Angeles International Jewelry Center Loan shall 175 West Jackson Loan, the 180 Maiden Lane Loan, the 900 Fourth Avenux Xxxx xxx xxx 07 Battery Pxxxx Xxxx xxxxx have the right to appointrxxxx xx xxxxxxx, approve and/or remove the Special xxxxxx xxx Xxxxial Servicer with respect to the Los Angeles International Jewelry Center related Mortgage Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan such Mortgage Loans as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer with respect to any Mortgage Loan or any Special Servicer that has resigned or otherwise ceased to serve as Special ServicerServicer with respect to any Mortgage Loan; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer with respect to the related Mortgage Loan by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1J-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s 's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2J-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s 's becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is its resignation), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s 's responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement(i) so long as no 11 Madison Avenue Control Appraisal Period exists, the 2007-C30 11 Madison Avexxx Xxxxxxxxxxx Xolder shall have the right to appoint, xxxxxxx xxx/xx xemove the Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding 11 Madison Avenue Loan as set forth in the foregoing11 Madison Avenue Intercrexxxxx Xxxxxxxxx, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with each case subject to anx xxxxxxxxxx xx xestrictions described in or without cause, but only with the consent of incorporated by reference into such section and the Controlling Class Representative with respect shall not have the right to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoingreplace such Special Servicer as described above, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreementand (ii) so long as no Starrett-Lehigh Building Control Appraisal Period exists, the 2007Starrett-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Lehigh Building Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center LoanStarrett-Lehigh Building Loan as set forth in the Starrett-Lehigh Building Intercreditor Agreement, in each case subject to any conditions or restrictions described in or incorporated by reference into such section and the Controlling Class shall not have the right to replace the such Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is resignationas set forth in Section 3.11(c) of this Agreement), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of the Five Times Square Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1. If such Holders have not replaced the Special Servicer within 30 thirty (30) days of such Special Servicer’s 's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the designated Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s 's becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is resignationas set forth in Section 3.11(c) of this Agreement), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s 's responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, in accordance with the terms of each of the Five Times Square Marriott--Chicago, IL Intercreditor Agreement, the 2007-C30 530 Fifth Avenue Intercreditor Agreement and the Rao's City Views Aparxxxxx Xxxxxxxx Xntercreditor Agreement, the Companion Holder related to each of the Marriott--Chicago, IL Loan, the 530 Fifth Avenue Loan and the Rao's City Views Apartment Building Loan, xx xxxxxxxxxx, shall have the right to appoint, approve and/or remove the Special Servicer with respect to each of the Marriott--Chicago, IL Loan, the 530 Fifth Avenue Loan and the Rao's City Views Apartment Building Loan, xx xxxxxxxxxx, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Marriott--Chicago, IL Loan, the 530 Fifth Avenue Loan and the Rao's City Views Apartment Building Loan, xx xxxxxxxxxx, as described above. Notwithstanding the foregoing, in accordance with the terms of the Prime Outlets Pool Intercreditor Agreement, the Special Servicer may be removed at any time, with or without cause, but only with the consent of both the 2006-C23 Controlling Class Representative and the 2006-C23 Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreement, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Beacon D.C. & Seattle Prime Outlets Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described above.

Designation of Special Servicer by the Controlling Class and Controlling Holders. The Holder or Holders of the Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may at any time and from time to time designate a Person meeting the requirements set forth in Section 6.04 (including, without limitation, Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer or any Special Servicer that has resigned or otherwise ceased to serve as Special Servicer; provided that such Holder or Holders shall pay all costs related to the transfer of servicing if the Special Servicer is replaced other than due to an Event of Default. Such Holder or Holders may also select a Controlling Class Representative that may advise and direct the Special Servicer and whose approval is required for certain actions, as described herein. Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicer and the existing Special Servicer of a written notice stating such designation. The Trustee shall, promptly after receiving any such notice, deliver to the Rating Agencies an executed Notice and Acknowledgment in the form attached hereto as Exhibit I-1J-1. If such Holders have not replaced the Special Servicer within 30 days of such Special Servicer’s 's resignation or the date such Special Servicer has ceased to serve in such capacity, the Trustee shall designate a successor Special Servicer meeting the requirements set forth in Section 6.04. Any designated Person shall become the Special Servicer, subject to satisfaction of the other conditions set forth below, on the date that the Trustee shall have received written confirmation from all of the Rating Agencies that the appointment of such Person will not result in the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates. The appointment of such designated Person as Special Servicer shall also be subject to receipt by the Trustee of (1) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2J-2, executed by the designated -232- Person, and (2) an Opinion of Counsel (at the expense of the Person designated to become the Special Servicer) to the effect that the designation of such Person to serve as Special Servicer is in compliance with this Section 6.09 and all other applicable provisions of this Agreement, that upon the execution and delivery of the Acknowledgment of Proposed Special Servicer the designated Person shall be bound by the terms of this Agreement and that this Agreement shall be enforceable against the designated Person in accordance with its terms. Any existing Special Servicer shall be deemed to have resigned simultaneously with such designated Person’s 's becoming the Special Servicer hereunder; provided, however, that the resigning Special Servicer shall continue to be entitled to receive all amounts accrued or owing to it under this Agreement on or prior to the effective date of such resignation (including Workout Fees earned on Specially Serviced Mortgage Loans which became Corrected Mortgage Loans prior to is its resignation), and it shall continue to be entitled to the benefits of Section 6.03 notwithstanding any such resignation. Such resigning Special Servicer shall cooperate with the Trustee and the replacement Special Servicer in effecting the termination of the resigning Special Servicer’s 's responsibilities and rights hereunder, including, without limitation, the transfer within two (2) Business Days to the replacement Special Servicer for administration by it of all cash amounts that shall at the time be or should have been credited by the Special Servicer to the Certificate Account or the REO Account or delivered to the Master Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and REO Properties. Notwithstanding the foregoing, (i) in accordance with the terms of the Five Times Square related Intercreditor Agreement, the 2007-C30 Subordinate Companion Holders related to the 00 Xxxxxxx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer may be removed at any timeServicer, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Five Times Square Loan. Notwithstanding the foregoing, in accordance with the terms of the Beacon D.C. & Seattle Pool Intercreditor Agreementrelated Mortgage Loan and (ii) so long as no Park Place Mall Control Appraisal Period exists, the Xxxxxx Xxxxxxx 2007-IQ14 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Park Place Mall Representative with respect to the Beacon D.C. & Seattle Pool Loan. Notwithstanding the foregoing, in accordance with the terms of the Xxxxx Xxxxxx Village & Stuyvesant Town Intercreditor Agreement, the 2007-C30 Special Servicer may be removed at any time, with or without cause, but only with the consent of the Controlling Class Representative with respect to the Xxxxx Xxxxxx Village & Stuyvesant Town Loan. Notwithstanding the foregoing, in accordance with the terms of the Los Angeles International Jewelry Center Intercreditor Agreement, the Companion Holder related to the Los Angeles International Jewelry Center Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Los Angeles International Jewelry Center LoanPark Place Mall Whole Loan as set forth in the Park Place Mall Intercreditor Agreement, in each case subject to any conditions or restrictions described in or incorporated by reference into such section and the Controlling Class shall not have the right to replace the such Special Servicer with respect to the Los Angeles International Jewelry Center Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Lembi Pool Intercreditor Agreement, the Companion Holder related to the Lembi Pool Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Lembi Pool Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Lembi Pool Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the 000 Xxxx 0xx Xxxxxx Intercreditor Agreement, the Companion Holder related to the 000 Xxxx 0xx Xxxxxx Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the 000 Xxxx 0xx Xxxxxx Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Xxxx Palms Apartments Intercreditor Agreement, the Companion Holder related to the Xxxx Palms Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Xxxx Palms Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Xxxx Palms Apartments Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Quail Creek Intercreditor Agreement, the Companion Holder related to the Quail Creek Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Quail Creek Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Quail Creek Loan as described above. Notwithstanding the foregoing, in accordance with the terms of the Rancho Vista Apartments Intercreditor Agreement, the Companion Holder related to the Rancho Vista Apartments Loan shall have the right to appoint, approve and/or remove the Special Servicer with respect to the Rancho Vista Apartments Loan, and the Controlling Class shall not have the right to replace the Special Servicer with respect to the Rancho Vista Apartments Loan as described above.