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

Designation of Special Servicer by the Controlling Class Certificateholders and Others. (a) Subject to the terms of this section and, in the case of a Loan Combination, the terms of the related Co-Lender Agreement, 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 and, if applicable, Other Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer without cause or any Special Servicer that has resigned or otherwise ceased to serve in such capacity; 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 shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master Servicers, each Serviced Non-Trust Mortgage Loan Noteholder 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 (and any Other Rating Agency that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) an executed Notice and Acknowledgment in the form attached hereto as Exhibit J-1. If such Holders have not replaced a Special Servicer within 30 days of such Special Servicer's resignation or the date such Special Servicer has ceased to serve in such capacity, and subject to the prior rights of any Person(s) to appoint a special service with respect to any particular Serviced Trust Mortgage Loan or Serviced Loan Combination in accordance with Section 6.09(b), the Trustee shall designate a successor Special Servicer, subject to removal by the Holder or Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class or as and to the extent otherwise so provided in Section 6.09(b), and appointment of a successor thereto pursuant to the terms of this Section 6.09. Subject to the provisos to the first sentence of this Section 6.09(a), any Person designated pursuant to this Section 6.09(a), whether designated by Holders of the Controlling Class or by the Trustee, 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 (and any Other Rating Agency that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) that the appointment of such Person will not result in an Adverse Rating Event with respect to one or more Classes of the Certificates (or, if applicable, one or more classes of Specially Designated Non-Trust Mortgage 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 J-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, subject to customary limitations, that this Agreement shall be enforceable against the designated Person in accordance with its terms. Subject to the provisos to the first sentence of this Section 6.09(a), 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 its resignation or are otherwise payable to the terminated or resigning Special Servicer pursuant to Section 3.11(c)), 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 a Collection Account, an SLC Custodial Account, a Servicing Account, a Reserve Account or an REO Account or delivered to the Master Servicers or that are thereafter received with respect to Specially Serviced Mortgage Loans and Administered REO Properties. For purposes of exercising any rights that the holder of the Mortgage Note for any SLC Trust Mortgage Loan may have under the related Co-Lender Agreement to replace and/or appoint a special servicer with respect to the related Serviced Loan Combination, the Holder or, collectively, the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Co-Lender Agreement to effect such designation. Notwithstanding the foregoing, if the Controlling Class of Certificates consists of Book-Entry Certificates, then the rights of the Holders of the Controlling Class of Certificates set forth above in this Section 6.09 may be exercised directly by the relevant Certificate Owner(s); provided that the identity of such Certificate Owner(s) has been confirmed to the Trustee to its reasonable satisfaction.

Designation of Special Servicer by the Controlling Class Certificateholders and Others. (a) Subject to the terms of this section and, in the case of a Loan Combination, the terms of the related Co-Lender AgreementSection, 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 and, if applicable, Other Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer without cause or any Special Servicer that has resigned or otherwise ceased to serve in such capacity; 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; and provided, further, that, for so long as the [DEF] Controlling B-Noteholder is the [DEF] Directing Holder, the Holder or Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may not terminate or replace any [DEF] Special Servicer appointed by the [DEF] Controlling B-Noteholder in accordance with Section 6.09(b); and provided, further, that, for so long as the [GHI] Controlling B-Noteholder is the [GHI] Directing Holder, the Holder or Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may not terminate or replace any [GHI] Special Servicer appointed by the [GHI] Controlling B-Noteholder in accordance with Section 6.09(b). Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master ServicersServicer, each Serviced NonB-Trust Mortgage Loan Noteholder 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 (and any Other Rating Agency that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) an executed Notice and Acknowledgment in the form attached hereto as Exhibit J-1. If such Holders have not replaced a Special Servicer within 30 days of such Special Servicer's resignation or the date such Special Servicer has ceased to serve in such capacity, and subject to the prior rights of any Person(sthe [DEF] Controlling B-Noteholder (for so long as it is the [DEF] Directing Holder) to appoint a special service [DEF] Special Servicer in accordance with respect Section 6.09(b) and the prior rights of the [GHI] Controlling B-Noteholder (for so long as it is the [GHI] Direct Holder) to any particular Serviced Trust Mortgage Loan or Serviced Loan Combination appoint a [GHI] Special Servicer in accordance with Section 6.09(b), the Trustee shall designate a successor Special Servicer, subject to removal by the Holder or Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class or as and to the extent otherwise so provided in Section 6.09(b), and appointment of a successor thereto pursuant to the terms of this Section 6.09. Subject to the provisos to the first sentence of this Section 6.09(a), any Person designated pursuant to this Section 6.09(a), whether designated by Holders of the Controlling Class or by the Trustee, 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 (and any Other Rating Agency that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) that the appointment of such Person will not result in an Adverse Rating Event with respect the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates (or, Certificates; provided that such confirmation need not be obtained from S&P if applicable, one or more classes of Specially Designated Non-Trust the designated Person is on S&P's Select Servicer List as a U.S. Commercial Mortgage Loan Securities)Special Servicer. 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 J-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, subject to customary limitations, that this Agreement shall be enforceable against the designated Person in accordance with its terms. Subject to the provisos to the first sentence of this Section 6.09(a), 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 its resignation or are otherwise payable to the terminated or resigning Special Servicer pursuant to Section 3.11(c)), 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 a Collection the Certificate Account, an SLC A/B Custodial Account, a Servicing Account, a Reserve Account or an REO Account or delivered to the Master Servicers Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and Administered REO Properties. For purposes of exercising any rights that the holder of the Mortgage Note for any SLC Trust Mortgage Loan may have under the related Co-Lender Agreement to replace and/or appoint a special servicer with respect to the related Serviced Loan Combination, the Holder or, collectively, the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Co-Lender Agreement to effect such designation. Notwithstanding the foregoing, if the Controlling Class of Certificates consists of Book-Entry Certificates, then the rights of the Holders of the Controlling Class of Certificates set forth above in this Section 6.09 may be exercised directly by the relevant Certificate Owner(s); provided that the identity of such Certificate Owner(s) has been confirmed to the Trustee to its reasonable satisfaction.

Designation of Special Servicer by the Controlling Class Certificateholders and Others. (a) Subject to the terms of this section and, in the case of a Loan Combination, the terms of the related Co-Lender Agreementsection, 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 and, if applicable, Other Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer without cause or any Special Servicer that has resigned or otherwise ceased to serve in such capacity; 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; and provided, further, that the Holder or Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may not terminate or replace any ShopKo Portfolio Special Servicer appointed by the ShopKo Portfolio Controlling Non-Trust Loan Noteholders in accordance with Section 6.09(b). Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Master ServicersServicer, each Serviced Non-Trust Mortgage Loan Noteholder 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 (and any Other Rating Agency other rating agencies that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) an executed Notice and Acknowledgment in the form attached hereto as Exhibit J-1. If such Holders have not replaced a Special Servicer within 30 days of such Special Servicer's resignation or the date such Special Servicer has ceased to serve in such capacity, and subject to the prior rights of any Person(s) the 204 ShopKo Portfolio Controlling Non-Trust Loan Noteholders to appoint a special service with respect to any particular Serviced Trust Mortgage Loan or Serviced Loan Combination ShopKo Portfolio Special Servicer in accordance with Section 6.09(b), the Trustee shall designate a successor Special Servicer, subject to removal by the Holder or Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class or as and to the extent otherwise so provided in Section 6.09(b), and appointment of a successor thereto pursuant to the terms of this Section 6.09. Subject to the provisos to the first sentence of this Section 6.09(a), any Person designated pursuant to this Section 6.09(a), whether designated by Holders of the Controlling Class or by the Trustee, 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 (and any Other Rating Agency other rating agencies that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) that the appointment of such Person will not result in an Adverse Rating Event with respect the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates (or, if applicable, one or more classes of Specially Designated Non-Trust Mortgage Loan Securities); provided that such confirmation need not be obtained from Fitch if the designated Person is rated at least "CSS2" by Fitch as a special servicer. 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 J-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, subject to customary limitations, that this Agreement shall be enforceable against the designated Person in accordance with its terms. Subject to the provisos to the first sentence of this Section 6.09(a), 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 its resignation or are otherwise payable to the terminated or resigning Special Servicer pursuant to Section 3.11(c)), 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 a the Collection Account, an SLC a Loan Combination Custodial Account, a Servicing Account, a Reserve Account or an REO Account or delivered to the Master Servicers Servicer or that are thereafter received with respect to Specially Serviced Mortgage Loans and Administered REO Properties. For purposes of exercising any rights that the holder of the Mortgage Note for any SLC Trust Mortgage Loan may have under the related Co-Lender Agreement to replace and/or appoint a special servicer with respect to the related Serviced Loan Combination, the Holder or, collectively, the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Co-Lender Agreement to effect such designation. Notwithstanding the foregoing, if the Controlling Class of Certificates consists of Book-Entry Certificates, then the rights of the Holders of the Controlling Class of Certificates set forth above in this Section 6.09 may be exercised directly by the relevant Certificate Owner(s); provided that the identity of such Certificate Owner(s) has been confirmed to the Trustee to its reasonable satisfaction.

Designation of Special Servicer by the Controlling Class Certificateholders and Others. (a) Subject to the terms of this section and, in the case of a . Loan Combination, the terms of the related Co-Lender Agreement, 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 and, if applicable, Other Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer without cause or any Special Servicer that has resigned or otherwise ceased to serve in such capacity; 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 shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Certificate Administrator, the Master Servicers, each Serviced Non-Trust Mortgage Loan Noteholder 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 (and any Other Rating Agency that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) an executed Notice and Acknowledgment in the form attached hereto as Exhibit J-1. If such Holders have not replaced a Special Servicer within 30 days of such Special Servicer's resignation or the date such Special Servicer has ceased to serve in such capacity, and subject to the prior rights of any Person(s) to appoint a special service with respect to any particular Serviced Trust Mortgage Loan or Serviced Loan Combination in accordance with Section 6.09(b), the Trustee shall designate a successor Special Servicer, subject to removal by the Holder or Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class or as and to the extent otherwise so provided in Section 6.09(b), and appointment of a successor thereto pursuant to the terms of this Section 6.09. Subject to the provisos to the first sentence of this Section 6.09(a), any Person designated pursuant to this Section 6.09(a), whether designated by Holders of the Controlling Class or by the Trustee, 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 (and any Other Rating Agency that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) that the appointment of such Person will not result in an Adverse Rating Event with respect to one or more Classes of the Certificates (or, if applicable, one or more classes of Specially Designated Non-Trust Mortgage Loan Securities); provided that such confirmation need not be obtained from Fitch if the designated Person is rated at least "CSS2" by Fitch as a special servicer. 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 J-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, subject to customary limitations, that this Agreement shall be enforceable against the designated Person in accordance with its terms. Subject to the provisos to the first sentence of this Section 6.09(a), 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 its resignation or are otherwise payable to the terminated or resigning Special Servicer pursuant to Section 3.11(c)), 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 a Collection Account, an SLC Custodial Account, a Servicing Account, a Reserve Account or an REO Account or delivered to the Master Servicers or that are thereafter received with respect to Specially Serviced Mortgage Loans and Administered REO Properties. For purposes of exercising any rights that the holder of the Mortgage Note for any SLC Trust Mortgage Loan may have under the related Co-Lender Agreement to replace and/or appoint a special servicer with respect to the related Serviced Loan Combination, the Holder or, collectively, the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Co-Lender Agreement to effect such designation. Notwithstanding the foregoing, if the Controlling Class of Certificates consists of Book-Entry Certificates, then the rights of the Holders of the Controlling Class of Certificates set forth above in this Section 6.09 may be exercised directly by the relevant Certificate Owner(s); provided that the identity of such Certificate Owner(s) has been confirmed to the Trustee to its reasonable satisfaction.

Designation of Special Servicer by the Controlling Class Certificateholders and Others. (a) Subject to the terms of this section and, in the case of a Loan Combination, the terms of the related Co-Lender Agreementsection, 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 and, if applicable, Other Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer without cause or any Special Servicer that has resigned or otherwise ceased to serve in such capacity; 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; and provided, further, that, for so long as the WellPoint B-Noteholder is the WellPoint Controlling Party, the Holder or Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class may not terminate or replace any WellPoint Special Servicer appointed by the WellPoint B-Noteholder in accordance with Section 6.09(b). Such Holder or Holders shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Certificate Administrator, the Master ServicersServicer, each Serviced NonB-Trust Mortgage Loan Noteholder 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 (and any Other Rating Agency other rating agencies that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) an executed Notice and Acknowledgment in the form attached hereto as Exhibit J-1. If such Holders have not replaced a Special Servicer within 30 days of such Special Servicer's resignation or the date such Special Servicer has ceased to serve in such capacity, and subject to the prior rights of any Person(sthe WellPoint B-Noteholder (for so long as it is the WellPoint Controlling Party) to appoint a special service with respect to any particular Serviced Trust Mortgage Loan or Serviced Loan Combination WellPoint Special Servicer in accordance with Section 6.09(b), the Trustee shall designate a successor Special Servicer, subject to removal by the Holder or Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class or as and to the extent otherwise so provided in Section 6.09(b), and appointment of a successor thereto pursuant to the terms of this Section 6.09. Subject to the provisos to the first sentence of this Section 6.09(a), any Person designated pursuant to this Section 6.09(a), whether designated by Holders of the Controlling Class or by the Trustee, 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 (and any Other Rating Agency other rating agencies that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) that the appointment of such Person will not result in an Adverse Rating Event with respect the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates (or, if applicable, one or more classes of Specially Designated Non-Trust Mortgage Loan Securities); provided that such confirmation need not be obtained from Fitch if the designated Person is rated at least "CSS2" by Fitch as a special servicer). 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 J-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, subject to customary limitations, that this Agreement shall be enforceable against the designated Person in accordance with its terms. Subject to the provisos to the first sentence of this Section 6.09(a), 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 its resignation or are otherwise payable to the terminated or resigning Special Servicer pursuant to Section 3.11(c)), 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 a Collection Account, an SLC A/B Custodial Account, a Servicing Account, a Reserve Account or an REO Account or delivered to the Master Servicers or that are thereafter received with respect to Specially Serviced Mortgage Loans and Administered REO Properties. For purposes of exercising any rights that the holder of the Mortgage Note for any SLC Trust Mortgage Loan may have under the related Co-Lender Agreement to replace and/or appoint a special servicer with respect to the related Serviced Loan Combination, the Holder or, collectively, the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Co-Lender Agreement to effect such designation. Notwithstanding the foregoing, if the Controlling Class of Certificates consists of Book-Entry Certificates, then the rights of the Holders of the Controlling Class of Certificates set forth above in this Section 6.09 may be exercised directly by the relevant Certificate Owner(s); provided that the identity of such Certificate Owner(s) has been confirmed to the Trustee to its reasonable satisfaction.

Designation of Special Servicer by the Controlling Class Certificateholders and Others. (a) Subject to the terms of this section and, in the case of a Loan Combination, the terms of the related Co-Lender Agreementsection, 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 and, if applicable, Other Rating Agency confirmation) to serve as Special Servicer hereunder and to replace any existing Special Servicer without cause or any Special Servicer that has resigned or otherwise ceased to serve in such capacity; 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 shall so designate a Person to serve as replacement Special Servicer by the delivery to the Trustee, the Certificate Administrator, the Master Servicers, each Serviced Non-Trust Mortgage Loan Noteholder 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 (and any Other Rating Agency other rating agencies that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) an executed Notice and Acknowledgment in the form attached hereto as Exhibit J-1. If such Holders have not replaced a Special Servicer within 30 days of such Special Servicer's resignation or the date such Special Servicer has ceased to serve in such capacity, and subject to the prior rights of any Person(s) to appoint a special service with respect to any particular Serviced Trust Mortgage Loan or Serviced Loan Combination in accordance with Section 6.09(b), the Trustee shall designate a successor Special Servicer, subject to removal by the Holder or Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class or as and to the extent otherwise so provided in Section 6.09(b), and appointment of a successor thereto pursuant to the terms of this Section 6.09. Subject to the provisos to the first sentence of this Section 6.09(a), any Person designated pursuant to this Section 6.09(a), whether designated by Holders of the Controlling Class or by the Trustee, 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 (and any Other Rating Agency other rating agencies that may be rating any Specially Designated Non-Trust Mortgage Loan Securities) that the appointment of such Person will not result in an Adverse Rating Event with respect the qualification, downgrading or withdrawal of the rating or ratings assigned to one or more Classes of the Certificates (or, if applicable, one or more classes of Specially Designated Non-Trust Mortgage Loan Securities); provided that such confirmation need not be obtained from Fitch if the designated Person is rated at least "CSS2" by Fitch as a special servicer). 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 J-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, subject to customary limitations, that this Agreement shall be enforceable against the designated Person in accordance with its terms. Subject to the provisos to the first sentence of this Section 6.09(a), 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 its resignation or are otherwise payable to the terminated or resigning Special Servicer pursuant to Section 3.11(c)), 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 a Collection Account, an SLC Custodial Account, a Servicing Account, a Reserve Account or an REO Account or delivered to the Master Servicers or that are thereafter received with respect to Specially Serviced Mortgage Loans and Administered REO Properties. For purposes of exercising any rights that the holder of the Mortgage Note for any SLC Trust Mortgage Loan may have under the related Co-Lender Agreement to replace and/or appoint a special servicer with respect to the related Serviced Loan Combination, the Holder or, collectively, the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class shall be the designee of the Trust, as such noteholder, and the Trustee shall take such actions as may be necessary under the related Co-Lender Agreement to effect such designation. Notwithstanding the foregoing, if the Controlling Class of Certificates consists of Book-Entry Certificates, then the rights of the Holders of the Controlling Class of Certificates set forth above in this Section 6.09 may be exercised directly by the relevant Certificate Owner(s); provided that the identity of such Certificate Owner(s) has been confirmed to the Trustee to its reasonable satisfaction.