Common use of Lead Special Servicer Clause in Contracts

Lead Special Servicer. The Controlling Noteholder (or its Controlling Noteholder Representative), at its expense (including, without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of a terminated Lead Special Servicer), shall have the right, at any time from time to time following the closing of the Lead Securitization, to appoint a replacement Lead Special Servicer with a Special Servicer that has the Required Lead Special Servicer Rating. The Controlling Noteholder (or its Controlling Noteholder Representative) shall be entitled to terminate the rights and obligations of any Lead Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior written notice to the Lead Special Servicer and each other party to the Servicing Agreement (provided, however, that the Controlling Noteholder and/or Controlling Noteholder Representative shall not be liable for any termination or similar fee in connection with the removal of the Lead Special Servicer in accordance with this Section 7). No termination and replacement of the Lead Special Servicer with respect to the Mortgage Loan shall be effective unless and until (A) each Rating Agency delivers a Rating Agency Confirmation (to the extent any portion of the Mortgage Loan is included in a Securitization Trust with certificates rated by one or more Rating Agency) and each Non-Lead Rating Agency delivers a Non-Lead Rating Agency Confirmation; (B) the successor Lead Special Servicer has assumed in writing (from and after the date such successor Lead Special Servicer becomes the Lead Special Servicer) all of the responsibilities, duties and liabilities of the Lead Special Servicer under the Servicing Agreement from and after the date it becomes the Lead Special Servicer as they relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; (C) any applicable Exchange Act filings (including any Form 8-K filing) required to be filed in connection with such replacement and appointment of a new Lead Special Servicer have been timely filed in accordance with the terms of the Servicing Agreement; (D) the Trustee shall have received an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Lead Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable Servicing Agreement will be enforceable against such replacement in accordance with its terms, and (E) each other term required for the replacement of the Lead Special Servicer provided for in the Servicing Agreement shall have been satisfied. The Lead Securitization Noteholder shall promptly provide copies to any terminated Lead Special Servicer of the documents referred to in the preceding sentence. The Lead Securitization Noteholder shall reasonably cooperate with the Controlling Noteholder in order to satisfy the foregoing conditions, including the Rating Agency Confirmation and each Non-Lead Rating Agency Confirmation. Notwithstanding any contrary provision set forth herein, if the Note A-1 Holder or Note A-2 Holder is the Controlling Noteholder, then the Note A-1 Holder or Note-A-2 Holder, as the case may be, shall not exercise its right to cause a replacement of the Lead Special Servicer unless it has obtained the written approval of one or more other Decision-Eligible Note A Holders and the aggregate Initial Note Principal Balance of the A Notes of the Note A-1 Holder or Note-A-2 Holder, as the case may be, and such other approving Decision-Eligible Note A Holder(s) represents more than 50% of the aggregate Initial Note Principal Balance of the A Notes of all Decision-Eligible Note A Holders in the aggregate. In the event of such a replacement of the Lead Special Servicer when the Note A-1 Holder or the Note A-2 Holder is the Controlling Noteholder, the Note A-1 Holder or the Note A-2 Holder (as the case may be) and such other approving Decision-Eligible Note A Holder(s) (pro rata according to their Note Principal Balances) shall pay or reimburse the costs and expenses arising from causing the satisfaction of any and all conditions to such replacement as are set forth herein or in the Servicing Agreement. The Controlling Noteholder agrees and acknowledges that the Lead Securitization Servicing Agreement may contain provisions to the effect that any Lead Special Servicer is subject to termination under the Lead Securitization Servicing Agreement based on a recommendation by the Lead Operating Advisor if (A) the Lead Operating Advisor determines, in its sole discretion exercised in good faith, that (1) the Lead Special Servicer has failed to comply with the Servicing Standard and (2) a replacement of the Lead Special Servicer would be in the best interest of the holders of securities issued under the Lead Securitization Servicing Agreement (as a collective whole) and (B) an affirmative vote of requisite certificateholders is obtained. The Controlling Noteholder will retain its right to remove and replace the Lead Special Servicer (subject to Section 7), but the Controlling Noteholder may not restore a Lead Special Servicer that has been removed in accordance with the preceding sentence.