Common use of Replacement of Special Servicers Clause in Contracts

Replacement of Special Servicers. (a) During any Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to terminate a Special Servicer, with or without cause, and appoint itself or an Affiliate thereof or another Person as the successor Special Servicer. It shall be a condition to such appointment that the successor Special Servicer be a Qualified Replacement Special Servicer and the conditions set forth in subsection (e) be satisfied. (b) During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, requesting a vote to terminate the applicable Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses shall not be paid from the Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator of a Rating Agency Confirmation with respect to such termination and appointment of a successor (to be obtained at the expenses solely of such Certificateholders) and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis, the Trustee shall terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders requesting the vote. Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that such conditions have not otherwise been satisfied. Such termination shall also be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination. If a proposed termination and replacement of a Special Servicer by Certificateholders as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement shall have no further force or effect (except that the Certificate Administrator shall be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator). (c) In addition, during any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised in good faith, that the applicable Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard, the Trust Advisor will have the right to recommend the replacement of such Special Servicer. In such event, the Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the then-current applicable Special Servicer, a written recommendation in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer. In addition, the Certificate Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to such procedures (including the establishment of a record date for voting) as it determines. Such notice and solicitation shall state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions set forth in Section 6.05(e) within 180 days following the initial recommendation of the Trust Advisor and that any approval granted by the requisite Certificateholders in the aggregate may not be revoked or withdrawn at any time. The Trust Advisor’s recommendation to replace a Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis. In the event the Holders of such Principal Balance Certificates elect to remove and replace a Special Servicer, the Certificate Administrator shall notify the Trustee, the Trust Advisor and the then-current applicable Special Servicer, and the Certificate Administrator shall promptly request a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) with respect to the proposed removal and replacement, unless such Certificateholders themselves deliver such Rating Agency Confirmation. In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) (and the successor Special Servicer agrees to be bound by the terms of this Agreement), the Trustee will then be required to terminate all of the rights and obligations of such Special Servicer under this Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer, and the Certificate Administrator shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b). Any such termination of an existing Special Servicer will be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement which survive termination. The Trustee and the Trust Advisor shall cooperate in using reasonable efforts to cause the satisfaction of the conditions to the consummation of such replacement set forth in Section 6.05(e). The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund Expense. If a proposed termination and replacement of a Special Servicer recommended by the Trust Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then (i) the proposed termination and replacement shall have no further force or effect, (ii) the Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 8.12(b) and (iii) the Certificate Administrator shall notify the Trustee and the then-current applicable Special Servicer. The costs and expenses of administering the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust Advisor in connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating Agency Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust Fund to be paid by withdrawal from the Distribution Account. None of the Special Servicers, any Certificateholder or any other Person shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s determination under this Section 6.05(c), or the result of the vote of the Certificateholders. (d) Notwithstanding anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement, such related Serviced Pari Passu Companion Loan Holder shall be entitled to replace the applicable Special Servicer with respect to such Serviced Loan Combination to the extent provided in the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Pari Passu Companion Loan Holder (or its representative) with respect to such Serviced Loan Combination may be subsequently terminated pursuant to any of subsections (a) through (c) of this Section 6.05. (e) No removal of a Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be effective until the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the case of any Serviced Loan Combination, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable pursuant to Section 3.27(k)) with respect to such removal and/or appointment, (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the Person designated to be the successor to that terminated Special Servicer, and (C) an Opinion of Counsel (the expense of which shall be deemed to be part of the expenses of the replacement) substantially to the effect that (1) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated Person and (3) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, this Agreement shall be enforceable against such designated Person in accordance with its terms. (f) Any Special Servicer terminated pursuant to this Section 6.05 shall be deemed to have been so terminated simultaneously with the designated successor’s becoming a Special Servicer hereunder; provided that (i) the terminated Special Servicer shall be entitled to receive, in connection with its termination, payment out of the Collection Account of all of its accrued and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor to such terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them), (ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination; and provided, further, that such terminated Special Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this Agreement on or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate (time being of the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant to this Section 6.05, to the replacement to such terminated Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained by it or to any Servicing Account or Reserve Account or should have been delivered to the applicable Master Servicer or that are thereafter received by or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or fee shall be payable to the terminated Special Servicer in connection with any termination under this Section 6.05.

Replacement of Special Servicers. (a) During any Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to terminate a Special Servicer, with or without cause, and appoint itself or an Affiliate thereof or another Person as the successor Special Servicer. It shall be a condition to such appointment that the successor Special Servicer be a Qualified Replacement Special Servicer and the conditions set forth in subsection (e) be satisfied. (b) During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, requesting a vote to terminate the applicable Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses shall not be paid from the Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator of a Rating Agency Confirmation with respect to such termination and appointment of a successor (to be obtained at the expenses solely of such Certificateholders) and the equivalent from each NRSRO Rating Agency hired to provide ratings with respect to any commercial mortgage-backed securities backed by any Serviced Pari Passu Companion Loan SecuritiesLoan, the Certificate Administrator shall post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis, the Trustee Certificate Administrator shall terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders requesting the vote. Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that such conditions have not otherwise been satisfied. Such termination shall also be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination. If a proposed termination and replacement of a Special Servicer by Certificateholders as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement shall have no further force or effect (except that the Certificate Administrator shall be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator). (c) In addition, during any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised in good faith, that the applicable Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard, the Trust Advisor will have the right to recommend the replacement of such Special Servicer. In such event, the Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the then-current applicable Special Servicer, a written recommendation in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer. In addition, the Certificate Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to such procedures (including the establishment of a record date for voting) as it determines. Such notice and solicitation shall state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions set forth in Section 6.05(e) within 180 days following the initial recommendation of the Trust Advisor and that any approval granted by the requisite Certificateholders in the aggregate may not be revoked or withdrawn at any time. The Trust Advisor’s recommendation to replace a Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis. In the event the Holders of such Principal Balance Certificates elect to remove and replace a Special Servicer, the Certificate Administrator shall notify the Trustee, the Trust Advisor and the then-current applicable Special Servicer, and the Certificate Administrator shall promptly request a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) with respect to the proposed removal and replacement, unless such Certificateholders themselves deliver such Rating Agency Confirmation. In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) (and the successor Special Servicer agrees to be bound by the terms of this Agreement), the Trustee will then be required to terminate all of the rights and obligations of such Special Servicer under this Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer, and the Certificate Administrator shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b). Any such termination of an existing Special Servicer will be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement which survive termination. The Trustee and the Trust Advisor shall cooperate in using reasonable efforts to cause the satisfaction of the conditions to the consummation of such replacement set forth in Section 6.05(e). The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund Expense. If a proposed termination and replacement of a Special Servicer recommended by the Trust Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then (i) the proposed termination and replacement shall have no further force or effect, (ii) the Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 8.12(b) and (iii) the Certificate Administrator shall notify the Trustee and the then-current applicable Special Servicer. The costs and expenses of administering the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust Advisor in connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating Agency Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust Fund to be paid by withdrawal from the Distribution Account. None of the Special Servicers, any Certificateholder or any other Person shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s determination under this Section 6.05(c), or the result of the vote of the Certificateholders. (d) Notwithstanding anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement, such related Serviced Pari Passu Companion Loan Holder shall be entitled to replace the applicable Special Servicer with respect to such Serviced Loan Combination to the extent provided in the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Pari Passu Companion Loan Holder (or its representative) with respect to such Serviced Loan Combination may be subsequently terminated pursuant to any of subsections (a) through (c) of this Section 6.05.[Reserved] (e) No removal of a Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be effective until the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the case of any Serviced Loan Combination, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable pursuant to Section 3.27(k)) with respect to such removal and/or appointment, (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the Person designated to be the successor to that terminated Special Servicer, and (C) an Opinion of Counsel (the expense of which shall be deemed to be part of the expenses of the replacement) substantially to the effect that (1) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated Person and (3) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, this Agreement shall be enforceable against such designated Person in accordance with its terms. (f) Any Special Servicer terminated pursuant to this Section 6.05 shall be deemed to have been so terminated simultaneously with the designated successor’s becoming a Special Servicer hereunder; provided that (i) the terminated Special Servicer shall be entitled to receive, in connection with its termination, payment out of the Collection Account of all of its accrued and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor to such terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them), (ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination; and provided, further, that such terminated Special Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this Agreement on or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate (time being of the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant to this Section 6.05, to the replacement to such terminated Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained by it or to any Servicing Account or Reserve Account or should have been delivered to the applicable Master Servicer or that are thereafter received by or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or fee shall be payable to the terminated Special Servicer in connection with any termination under this Section 6.05.

Replacement of Special Servicers. (a) During any Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to terminate a Special Servicer, with or without cause, and appoint itself or an Affiliate thereof or another Person as the successor Special Servicer. It shall be a condition to such appointment that the successor Special Servicer be a Qualified Replacement Special Servicer and the conditions set forth in subsection (e) be satisfied. (b) During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, requesting a vote to terminate the applicable Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses shall not be paid from the Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator of a Rating Agency Confirmation with respect to such termination and appointment of a successor (to be obtained at the expenses solely of such Certificateholders) and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis, the Trustee shall terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders requesting the vote. Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that such conditions have not otherwise been satisfied. Such termination shall also be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination. If a proposed termination and replacement of a Special Servicer by Certificateholders as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement shall have no further force or effect (except that the Certificate Administrator shall be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator). (c) In addition, during any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised in good faith, that the applicable Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard, the Trust Advisor will have the right to recommend the replacement of such Special Servicer. In such event, the Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the then-current applicable Special Servicer, a written recommendation in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer. In addition, the Certificate Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to such procedures (including the establishment of a record date for voting) as it determines. Such notice and solicitation shall state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions set forth in Section 6.05(e) within 180 days following the initial recommendation of the Trust Advisor and that any approval granted by the requisite Certificateholders in the aggregate may not be revoked or withdrawn at any time. The Trust Advisor’s recommendation to replace a Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis. In the event the Holders of such Principal Balance Certificates elect to remove and replace a Special Servicer, the Certificate Administrator shall notify the Trustee, the Trust Advisor and the then-current applicable Special Servicer, and the Certificate Administrator shall promptly request a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) with respect to the proposed removal and replacement, unless such Certificateholders themselves deliver such Rating Agency Confirmation. In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) (and the successor Special Servicer agrees to be bound by the terms of this Agreement), the Trustee will then be required to terminate all of the rights and obligations of such Special Servicer under this Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer, and the Certificate Administrator shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b). Any such termination of an existing Special Servicer will be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement which survive termination. The Trustee and the Trust Advisor shall cooperate in using reasonable efforts to cause the satisfaction of the conditions to the consummation of such replacement set forth in Section 6.05(e). The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund Expense. If a proposed termination and replacement of a Special Servicer recommended by the Trust Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then (i) the proposed termination and replacement shall have no further force or effect, (ii) the Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 8.12(b) and (iii) the Certificate Administrator shall notify the Trustee and the then-current applicable Special Servicer. The costs and expenses of administering the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust Advisor in connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating Agency Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust Fund to be paid by withdrawal from the Distribution Account. None of the Special Servicers, any Certificateholder or any other Person shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s determination under this Section 6.05(c), or the result of the vote of the Certificateholders. (d) Notwithstanding anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement, such related Serviced Pari Passu Companion Loan Holder shall be entitled to replace the applicable Special Servicer with respect to such Serviced Loan Combination to the extent provided in the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Pari Passu Companion Loan Holder (or its representative) with respect to such Serviced Loan Combination may be subsequently terminated pursuant to any of subsections (a) through (c) of this Section 6.05[Reserved.] (e) No removal of a Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be effective until the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the case of any Serviced Loan Combination, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable pursuant to Section 3.27(k)) with respect to such removal and/or appointment, (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the Person designated to be the successor to that terminated Special Servicer, and (C) an Opinion of Counsel (the expense of which shall be deemed to be part of the expenses of the replacement) substantially to the effect that (1) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated Person and (3) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, this Agreement shall be enforceable against such designated Person in accordance with its terms. (f) Any Special Servicer terminated pursuant to this Section 6.05 shall be deemed to have been so terminated simultaneously with the designated successor’s becoming a Special Servicer hereunder; provided that (i) the terminated Special Servicer shall be entitled to receive, in connection with its termination, payment out of the Collection Account of all of its accrued and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor to such terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them), (ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination; and provided, further, that such terminated Special Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this Agreement on or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate (time being of the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant to this Section 6.05, to the replacement to such terminated Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained by it or to any Servicing Account or Reserve Account or should have been delivered to the applicable Master Servicer or that are thereafter received by or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or fee shall be payable to the terminated Special Servicer in connection with any termination under this Section 6.05.

Replacement of Special Servicers. (a) During any Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to terminate a Special Servicer, with or without cause, and appoint itself or an Affiliate thereof or another Person as the successor Special Servicer. It shall be a condition to such appointment that the successor Special Servicer be a Qualified Replacement Special Servicer and the conditions set forth in subsection (e) be satisfied. (b) During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, requesting a vote to terminate the applicable Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses shall not be paid from the Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator of a Rating Agency Confirmation with respect to such termination and appointment of a successor (to be obtained at the expenses solely of such Certificateholders) and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis, the Trustee shall terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders requesting the vote. Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that such conditions have not otherwise been satisfied. Such termination shall also be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination. If a proposed termination and replacement of a Special Servicer by Certificateholders as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement shall have no further force or effect (except that the Certificate Administrator shall be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator). (c) In addition, during any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised in good faith, that the applicable Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard, the Trust Advisor will have the right to recommend the replacement of such Special Servicer. In such event, the Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the then-current applicable Special Servicer, a written recommendation in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer. In addition, the Certificate Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to such procedures (including the establishment of a record date for voting) as it determines. Such notice and solicitation shall state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions set forth in Section 6.05(e) within 180 days following the initial recommendation of the Trust Advisor and that any approval granted by the requisite Certificateholders in the aggregate may not be revoked or withdrawn at any time. The Trust Advisor’s recommendation to replace a Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis. In the event the Holders of such Principal Balance Certificates elect to remove and replace a Special Servicer, the Certificate Administrator shall notify the Trustee, the Trust Advisor and the then-current applicable Special Servicer, and the Certificate Administrator shall promptly request a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency, if applicable) with respect to the proposed removal and replacement, unless such Certificateholders themselves deliver such Rating Agency Confirmation. In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency, if applicable) (and the successor Special Servicer agrees to be bound by the terms of this Agreement), the Trustee will then be required to terminate all of the rights and obligations of such Special Servicer under this Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer, and the Certificate Administrator shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b). Any such termination of an existing Special Servicer will be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement which survive termination. The Trustee and the Trust Advisor shall cooperate in using reasonable efforts to cause the satisfaction of the conditions to the consummation of such replacement set forth in Section 6.05(e). The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund Expense. If a proposed termination and replacement of a Special Servicer recommended by the Trust Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then (i) the proposed termination and replacement shall have no further force or effect, (ii) the Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 8.12(b) and (iii) the Certificate Administrator shall notify the Trustee and the then-current applicable Special Servicer. The costs and expenses of administering the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust Advisor in connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating Agency Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust Fund to be paid by withdrawal from the Distribution Account. None of the Special Servicers, any Certificateholder or any other Person shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s determination and recommendation for replacement of a Special Servicer under this Section 6.05(c), or the result of the vote of the Certificateholders. (d) Notwithstanding anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement, such related Serviced Pari Passu Companion Loan Holder shall be entitled to replace the applicable Special Servicer with respect to such Serviced Loan Combination to the extent provided in the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Pari Passu Companion Loan Holder (or its representative) with respect to such Serviced Loan Combination may be subsequently terminated pursuant to any of subsections (a) through (c) of this Section 6.05. For the avoidance of doubt, there is no Serviced Loan Combination with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement. (e) No removal of a Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be effective until the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the case of any Serviced Loan Combination, an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency, if applicable pursuant to Section 3.27(k)) with respect to such removal and/or appointment, (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the Person designated to be the successor to that terminated Special Servicer, and (C) an Opinion of Counsel (the expense of which shall be deemed to be part of the expenses of the replacement) substantially to the effect that (1) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated Person and (3) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, this Agreement shall be enforceable against such designated Person in accordance with its terms. (f) Any Special Servicer terminated pursuant to this Section 6.05 shall be deemed to have been so terminated simultaneously with the designated successor’s becoming a Special Servicer hereunder; provided that (i) the terminated Special Servicer shall be entitled to receive, in connection with its termination, payment out of the Collection Account of all of its accrued and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor to such terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them), (ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination; and provided, further, that such terminated Special Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this Agreement on or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate (time being of the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant to this Section 6.05, to the replacement to such terminated Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained by it or to any Servicing Account or Reserve Account or should have been delivered to the applicable Master Servicer or that are thereafter received by or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or fee shall be payable to the terminated Special Servicer in connection with any termination under this Section 6.05.

Replacement of Special Servicers. (a) During any Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to terminate a Special Servicer, with or without cause, and appoint itself or an Affiliate thereof or another Person as the successor Special Servicer. It shall be a condition to such appointment that the successor Special Servicer be a Qualified Replacement Special Servicer and the conditions set forth in subsection (e) be satisfied. (b) During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, requesting a vote to terminate the applicable Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses shall not be paid from the Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator of a Rating Agency Confirmation with respect to such termination and appointment of a successor (to be obtained at the expenses solely of such Certificateholders) and the equivalent from each NRSRO Rating Agency hired to provide ratings with respect to any commercial mortgage-backed securities backed by any Serviced Pari Passu Companion Loan SecuritiesLoan, the Certificate Administrator shall post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis, the Trustee Certificate Administrator shall terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders requesting the vote. Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that such conditions have not otherwise been satisfied. Such termination shall also be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination. If a proposed termination and replacement of a the Special Servicer by Certificateholders as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement shall have no further force or effect (except that the Certificate Administrator shall be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator). (c) In addition, during any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised in good faith, that the applicable Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard, the Trust Advisor will have the right to recommend the replacement of such Special Servicer. In such event, the Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the then-current applicable Special Servicer, a written recommendation in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer. In addition, the Certificate Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to such procedures (including the establishment of a record date for voting) as it determines. Such notice and solicitation shall state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions set forth in Section 6.05(e) within 180 days following the initial recommendation of the Trust Advisor and that any approval granted by the requisite Certificateholders in the aggregate may not be revoked or withdrawn at any time. The Trust Advisor’s recommendation to replace a Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis. In the event the Holders of such Principal Balance Certificates elect to remove and replace a Special Servicer, the Certificate Administrator shall notify the Trustee, the Trust Advisor and the then-current applicable Special Servicer, and the Certificate Administrator shall promptly request a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) with respect to the proposed removal and replacement, unless such Certificateholders themselves deliver such Rating Agency Confirmation. In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) (and the successor Special Servicer agrees to be bound by the terms of this Agreement), the Trustee will then be required to terminate all of the rights and obligations of such Special Servicer under this Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer, and the Certificate Administrator shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b). Any such termination of an existing Special Servicer will be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement which survive termination. The Trustee and the Trust Advisor shall cooperate in using reasonable efforts to cause the satisfaction of the conditions to the consummation of such replacement set forth in Section 6.05(e). The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund Expense. If a proposed termination and replacement of a Special Servicer recommended by the Trust Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then (i) the proposed termination and replacement shall have no further force or effect, (ii) the Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 8.12(b) and (iii) the Certificate Administrator shall notify the Trustee and the then-current applicable Special Servicer. The costs and expenses of administering the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust Advisor in connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating Agency Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust Fund to be paid by withdrawal from the Distribution Account. None of the Special Servicers, any Certificateholder or any other Person shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s determination under this Section 6.05(c), or the result of the vote of the Certificateholders. (d) Notwithstanding anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement, such related Serviced Pari Passu Companion Loan Holder shall be entitled to replace the applicable Special Servicer with respect to such Serviced Loan Combination to the extent provided in the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Pari Passu Companion Loan Holder (or its representative) with respect to such Serviced Loan Combination may be subsequently terminated pursuant to any of subsections (a) through (c) of this Section 6.05.[Reserved] (e) No removal of a Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be effective until the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the case of any Serviced Loan Combination, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable pursuant to Section 3.27(k)) with respect to such removal and/or appointment, (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the Person designated to be the successor to that terminated Special Servicer, and (C) an Opinion of Counsel (the expense of which shall be deemed to be part of the expenses of the replacement) substantially to the effect that (1) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated Person and (3) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, this Agreement shall be enforceable against such designated Person in accordance with its terms. (f) Any Special Servicer terminated pursuant to this Section 6.05 shall be deemed to have been so terminated simultaneously with the designated successor’s becoming a the Special Servicer hereunder; provided that (i) the terminated Special Servicer shall be entitled to receive, in connection with its termination, payment out of the Collection Account of all of its accrued and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor to such terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them), (ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination; and provided, further, that such terminated Special Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this Agreement on or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate (time being of the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant to this Section 6.05, to the replacement to such terminated Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained by it or to any Servicing Account or Reserve Account or should have been delivered to the applicable Master Servicer or that are thereafter received by or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or fee shall be payable to the terminated Special Servicer in connection with any termination under this Section 6.05.

Replacement of Special Servicers. (a) During any Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to terminate a Special Servicer, with or without cause, and appoint itself or an Affiliate thereof or another Person as the successor Special Servicer. It shall be a condition to such appointment that the successor Special Servicer be a Qualified Replacement Special Servicer and the conditions set forth in subsection (e) be satisfied. (b) During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, requesting a vote to terminate the applicable Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses shall not be paid from the Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator of a Rating Agency Confirmation with respect to such termination and appointment of a successor (to be obtained at the expenses solely of such Certificateholders) and the equivalent from each NRSRO Rating Agency hired to provide ratings with respect to any commercial mortgage-backed securities backed by the Serviced Pari Passu Companion Loan SecuritiesLoan, the Certificate Administrator shall post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis, the Trustee Certificate Administrator shall terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders requesting the vote. Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that such conditions have not otherwise been satisfied. Such termination shall also be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination. If a proposed termination and replacement of a the Special Servicer by Certificateholders as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement shall have no further force or effect (except that the Certificate Administrator shall be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator). (c) In addition, during any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised in good faith, that the applicable Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard, the Trust Advisor will have the right to recommend the replacement of such Special Servicer. In such event, the Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the then-current applicable Special Servicer, a written recommendation in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer. In addition, the Certificate Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to such procedures (including the establishment of a record date for voting) as it determines. Such notice and solicitation shall state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions set forth in Section 6.05(e) within 180 days following the initial recommendation of the Trust Advisor and that any approval granted by the requisite Certificateholders in the aggregate may not be revoked or withdrawn at any time. The Trust Advisor’s recommendation to replace a Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis. In the event the Holders of such Principal Balance Certificates elect to remove and replace a Special Servicer, the Certificate Administrator shall notify the Trustee, the Trust Advisor and the then-then current applicable Special Servicer, and the Certificate Administrator shall promptly request a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) with respect to the proposed removal and replacement, unless such Certificateholders themselves deliver such Rating Agency Confirmation. In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) (and the successor Special Servicer agrees to be bound by the terms of this Agreement), the Trustee will then be required to terminate all of the rights and obligations of such Special Servicer under this Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer, and the Certificate Administrator shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b). Any such termination of an existing Special Servicer will be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement which survive termination. The Trustee and the Trust Advisor shall cooperate in using reasonable efforts to cause the satisfaction of the conditions to the consummation of such replacement set forth in Section 6.05(e). The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund Expense. If a proposed termination and replacement of a Special Servicer recommended by the Trust Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then (i) the proposed termination and replacement shall have no further force or effect, (ii) the Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 8.12(b) and (iii) the Certificate Administrator shall notify the Trustee and the then-current applicable Special Servicer. The costs and expenses of administering the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust Advisor in connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating Agency Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust Fund to be paid by withdrawal from the Distribution Account. None of the Special Servicers, any Certificateholder or any other Person shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s determination under this Section 6.05(c), or the result of the vote of the Certificateholders. (d) Notwithstanding anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement, such related Serviced Pari Passu Companion Loan Holder shall be entitled to replace the applicable Special Servicer with respect to such Serviced Loan Combination to the extent provided in the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Pari Passu Companion Loan Holder (or its representative) with respect to such Serviced Loan Combination may be subsequently terminated pursuant to any of subsections (a) through (c) of this Section 6.05[Reserved.] (e) No removal of a Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be effective until the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the case of any Serviced Loan Combination, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable pursuant to Section 3.27(k)) with respect to such removal and/or appointment, (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the Person designated to be the successor to that terminated Special Servicer, and (C) an Opinion of Counsel (the expense of which shall be deemed to be part of the expenses of the replacement) substantially to the effect that (1) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated Person and (3) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, this Agreement shall be enforceable against such designated Person in accordance with its terms. (f) Any Special Servicer terminated pursuant to this Section 6.05 shall be deemed to have been so terminated simultaneously with the designated successor’s becoming a the Special Servicer hereunder; provided that (i) the terminated Special Servicer shall be entitled to receive, in connection with its termination, payment out of the Collection Account of all of its accrued and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor to such terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them), (ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination; and provided, further, that such terminated Special Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this Agreement on or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate (time being of the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant to this Section 6.05, to the replacement to such terminated Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained by it or to any Servicing Account or Reserve Account or should have been delivered to the applicable Master Servicer or that are thereafter received by or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or fee shall be payable to the terminated Special Servicer in connection with any termination under this Section 6.05.

Replacement of Special Servicers. (a) During any Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to terminate a Special Servicer, with or without cause, and appoint itself or an Affiliate thereof or another Person as the successor Special Servicer. It shall be a condition to such appointment that the successor Special Servicer be a Qualified Replacement Special Servicer and the conditions set forth in subsection (e) be satisfied. (b) During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, requesting a vote to terminate the applicable Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses shall not be paid from the Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator of a Rating Agency Confirmation with respect to such termination and appointment of a successor (to be obtained at the expenses solely of such Certificateholders) and the equivalent from each NRSRO Rating Agency hired to provide ratings with respect to any commercial mortgage-backed securities backed by any Serviced Pari Passu Companion Loan SecuritiesLoan, the Certificate Administrator shall post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis, the Trustee Certificate Administrator shall terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders requesting the vote. Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that such conditions have not otherwise been satisfied. Such termination shall also be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination. If a proposed termination and replacement of a the applicable Special Servicer by Certificateholders as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement shall have no further force or effect (except that the Certificate Administrator shall be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator). (c) In addition, during any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised in good faith, that the applicable Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard, the Trust Advisor will have the right to recommend the replacement of such Special Servicer. In such event, the Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the then-current applicable Special Servicer, a written recommendation in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer. In addition, the Certificate Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to such procedures (including the establishment of a record date for voting) as it determines. Such notice and solicitation shall state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions set forth in Section 6.05(e) within 180 days following the initial recommendation of the Trust Advisor and that any approval granted by the requisite Certificateholders in the aggregate may not be revoked or withdrawn at any time. The Trust Advisor’s recommendation to replace a Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis. In the event the Holders of such Principal Balance Certificates elect to remove and replace a Special Servicer, the Certificate Administrator shall notify the Trustee, the Trust Advisor and the then-current applicable Special Servicer, and the Certificate Administrator shall promptly request a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) with respect to the proposed removal and replacement, unless such Certificateholders themselves deliver such Rating Agency Confirmation. In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) (and the successor Special Servicer agrees to be bound by the terms of this Agreement), the Trustee will then be required to terminate all of the rights and obligations of such Special Servicer under this Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer, and the Certificate Administrator shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b). Any such termination of an existing Special Servicer will be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement which survive termination. The Trustee and the Trust Advisor shall cooperate in using reasonable efforts to cause the satisfaction of the conditions to the consummation of such replacement set forth in Section 6.05(e). The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund Expense. If a proposed termination and replacement of a Special Servicer recommended by the Trust Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then (i) the proposed termination and replacement shall have no further force or effect, (ii) the Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 8.12(b) and (iii) the Certificate Administrator shall notify the Trustee and the then-current applicable Special Servicer. The costs and expenses of administering the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust Advisor in connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating Agency Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust Fund to be paid by withdrawal from the Distribution Account. None of the Special Servicers, any Certificateholder or any other Person shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s determination under this Section 6.05(c), or the result of the vote of the Certificateholders. (d) Notwithstanding anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement, such related Serviced Pari Passu Companion Loan Holder shall be entitled to replace the applicable Special Servicer with respect to such Serviced Loan Combination to the extent provided in the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Pari Passu Companion Loan Holder (or its representative) with respect to such Serviced Loan Combination may be subsequently terminated pursuant to any of subsections (a) through (c) of this Section 6.05[Reserved]. (e) No removal of a Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be effective until the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the case of any Serviced Loan Combination, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable pursuant to Section 3.27(k)) with respect to such removal and/or appointment, (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the Person designated to be the successor to that terminated Special Servicer, and (C) an Opinion of Counsel (the expense of which shall be deemed to be part of the expenses of the replacement) substantially to the effect that (1) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated Person and (3) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, this Agreement shall be enforceable against such designated Person in accordance with its terms. (f) Any Special Servicer terminated pursuant to this Section 6.05 shall be deemed to have been so terminated simultaneously with the designated successor’s becoming a the applicable Special Servicer hereunder; provided that (i) the terminated Special Servicer shall be entitled to receive, in connection with its termination, payment out of the Collection Account of all of its accrued and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor to such terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them), (ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination; and provided, further, that such terminated Special Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this Agreement on or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate (time being of the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant to this Section 6.05, to the replacement to such terminated Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained by it or to any Servicing Account or Reserve Account or should have been delivered to the applicable Master Servicer or that are thereafter received by or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or fee shall be payable to the terminated Special Servicer in connection with any termination under this Section 6.05.

Replacement of Special Servicers. (a) During any Subordinate Control PeriodSubject to Section 3.25(b), the Majority Subordinate Certificateholder, or the Subordinate Controlling Class Representative on its behalf, will have may remove the right to terminate a existing General Special Servicer, Servicer hereunder (with or without cause, ) and appoint itself or an Affiliate thereof or another Person as a successor to the successor existing General Special Servicer. It ; provided that if any such removal is made without cause, then (A) the costs of transferring the special servicing responsibilities of the removed General Special Servicer to a successor thereto shall be paid by the Certificateholders of the Controlling Class and (B) the Controlling Class Representative shall have delivered or caused to have been delivered to each of the parties hereto a copy of the request for the rating confirmation described in clause (i) of subsection (b) that constitutes a condition to the effectiveness of the removal and/or appointment, simultaneously with or promptly following the delivery of such appointment that request to the successor Rating Agencies. In addition, subject to Section 3.25(b), the Beaver Brook Apartments Non-Pooled Subordinate Noteholder (if both (1) the Beaver Brook Apartments Non-Pooled Mortgage Loan has not become pari passu in right of payment with the Beaver Brook Apartments Pooled Mortgage Loan pursuant to the Beaver Brook Apartments Intercreditor Agreement and (2) a Beaver Brook Apartments Change of Control Event does not exist) or the Controlling Class Representative (if either (1) the Beaver Brook Apartments Non-Pooled Mortgage Loan has become pari passu in right of payment with the Beaver Brook Apartments Pooled Mortgage Loan pursuant to the Beaver Brook Apartments Intercreditor Agreement or (2) the Beaver Brook Apartments Non-Pooled Mortgage Loan has not become pari passu in right of payment with the Beaver Brook Apartments Pooled Mortgage Loan pursuant to the Beaver Brook Apartments Intercreditor Agreement and a Beaver Brook Apartments Change of Control Event exists) may, upon prior written notice to the respective parties hereto, remove any existing related Loan Specific Special Servicer be for the Beaver Brook Apartments Loan Group hereunder (with or without cause) and appoint a Qualified Replacement successor Loan Specific Special Servicer for such Mortgage Loan Group; provided that, if any such removal is without cause, then (A) the costs of transferring the special servicing responsibilities to a successor Loan Specific Special Servicer shall be paid by the Person effecting such removal and replacement and (B) such Person effecting such removal and replacement shall have delivered or caused to have been delivered to each of the conditions set forth parties hereto a copy of the request for the rating confirmation described in clause (i) of subsection (eb) be satisfiedthat constitutes a condition to the effectiveness of the removal and/or appointment, simultaneously with or promptly following the delivery of such request to the Rating Agencies. (b) During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, requesting a vote to terminate the applicable Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses shall not be paid from the Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator of a Rating Agency Confirmation with respect to such termination and appointment of a successor (to be obtained at the expenses solely of such Certificateholders) and the equivalent from each NRSRO hired to provide ratings with respect to any Serviced Pari Passu Companion Loan Securities, the Certificate Administrator shall post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis, the Trustee shall terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders requesting the vote. Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that such conditions have not otherwise been satisfied. Such termination shall also be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination. If a proposed termination and replacement of a Special Servicer by Certificateholders as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement shall have no further force or effect (except that the Certificate Administrator shall be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator). (c) In addition, during any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised in good faith, that the applicable Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard, the Trust Advisor will have the right to recommend the replacement of such Special Servicer. In such event, the Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the then-current applicable Special Servicer, a written recommendation in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer. In addition, the Certificate Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to such procedures (including the establishment of a record date for voting) as it determines. Such notice and solicitation shall state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions set forth in Section 6.05(e) within 180 days following the initial recommendation of the Trust Advisor and that any approval granted by the requisite Certificateholders in the aggregate may not be revoked or withdrawn at any time. The Trust Advisor’s recommendation to replace a Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis. In the event the Holders of such Principal Balance Certificates elect to remove and replace a Special Servicer, the Certificate Administrator shall notify the Trustee, the Trust Advisor and the then-current applicable Special Servicer, and the Certificate Administrator shall promptly request a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) with respect to the proposed removal and replacement, unless such Certificateholders themselves deliver such Rating Agency Confirmation. In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) (and the successor Special Servicer agrees to be bound by the terms of this Agreement), the Trustee will then be required to terminate all of the rights and obligations of such Special Servicer under this Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer, and the Certificate Administrator shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b). Any such termination of an existing Special Servicer will be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement which survive termination. The Trustee and the Trust Advisor shall cooperate in using reasonable efforts to cause the satisfaction of the conditions to the consummation of such replacement set forth in Section 6.05(e). The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund Expense. If a proposed termination and replacement of a Special Servicer recommended by the Trust Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then (i) the proposed termination and replacement shall have no further force or effect, (ii) the Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 8.12(b) and (iii) the Certificate Administrator shall notify the Trustee and the then-current applicable Special Servicer. The costs and expenses of administering the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust Advisor in connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating Agency Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust Fund to be paid by withdrawal from the Distribution Account. None of the Special Servicers, any Certificateholder or any other Person shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s determination under this Section 6.05(c), or the result of the vote of the Certificateholders. (d) Notwithstanding anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement, such related Serviced Pari Passu Companion Loan Holder shall be entitled to replace the applicable Special Servicer with respect to such Serviced Loan Combination to the extent provided in the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Pari Passu Companion Loan Holder (or its representative) with respect to such Serviced Loan Combination may be subsequently terminated pursuant to any of subsections (a) through (c) of this Section 6.05. (e) No removal of a Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 3.25(a) shall be effective until until: (i) the Trustee shall have received (A) a Rating Agency Confirmation written confirmation from each Rating Agency for the Rated Certificates that such removal and/or appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates rated by such Rating Agency and (and, in the case of for so long as any Serviced Loan Combination, an analogous rating agency confirmation from each Non-Pooled Pari Passu Companion Loan is serviced and administered under this Agreement for which any Non-Pooled Pari Passu Companion Loan Securities are outstanding) from each applicable Rating AgencyAgency for the related Non-Pooled Pari Passu Companion Loan Securities, if applicable pursuant to Section 3.27(k)) as applicable, that such removal and/or appointment will not result in an Adverse Rating Event with respect to any class of such removal and/or appointmentNon-Pooled Pari Passu Companion Loan Securities rated by such applicable Rating Agency, (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the Person designated to be the successor to that the terminated Special Servicer, and (C) an Opinion of Counsel (the which shall not be an expense of which shall be deemed to be part of the expenses of Trustee or the replacementTrust) substantially to the effect that (1) the removal of such terminated Special Servicer and/or the appointment of the Person designated to serve as successor thereto is in compliance with this Section 3.25, (2) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (23) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated Person and (34) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, this Agreement shall be enforceable against such designated Person in accordance with its terms; and (ii) if such terminated Special Servicer has been removed without cause, the Certificateholders of the Controlling Class (or, if the Loan Specific Special Servicer for the Beaver Brook Apartments Loan Group is the terminated Special Servicer, the Beaver Brook Apartments Non-Pooled Subordinate Noteholder (if it is the Person effecting the termination) or the Certificateholders of the Controlling Class (if the Controlling Class Representative is the Person effecting the termination) shall have delivered to the Trustee and the terminated Special Servicer such Certificateholders’ joint and several undertaking (or, if applicable, such Beaver Brook Apartments Non-Pooled Subordinate Noteholder’s undertaking) to pay any expenses incurred by the Trustee and such terminated Special Servicer in connection with the transfer of special servicing responsibilities to a successor Special Servicer. (fc) Any Special Servicer terminated pursuant to this Section 6.05 3.25(a) shall be deemed to have been so terminated simultaneously with the designated successor’s becoming a the applicable Special Servicer hereunder; provided that (i) the terminated Special Servicer shall be entitled to receive, in connection with its termination, payment out of the Collection Account Accounts of all of its accrued and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor to such terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them), (ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination; and provided, further, that such terminated Special Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this Agreement on or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate (time being of the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant to this Section 6.053.25, to the replacement to such terminated Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained by it or to any Servicing Account or Reserve Account or should have been delivered to the applicable Master Servicer Servicers or that are thereafter received by or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or fee shall be payable to the terminated Special Servicer in connection with any termination under this Section 6.05.

Replacement of Special Servicers. (a) During any Subordinate Control Period, the Majority Subordinate Certificateholder, or the Subordinate Class Representative on its behalf, will have the right to terminate a Special ServicerServicer and any replacement or successor special servicer, with or without cause, and appoint itself or an Affiliate thereof or another Person as the successor Special Servicer. It shall be a condition to such appointment that the successor Special Servicer be a Qualified Replacement Special Servicer and the conditions set forth in subsection (e) be satisfied. (b) During any Collective Consultation Period or Senior Consultation Period, upon (i) the written direction of Holders of Principal Balance Certificates evidencing not less than 25% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Certificates on an aggregate basis, requesting a vote to terminate the applicable Special Servicer and appoint a successor Special Servicer, (ii) payment by such Holders to the Certificate Administrator of the reasonable fees and expenses (including any fees and expenses of counsel or any Rating Agency) to be incurred by the Certificate Administrator in connection with administering such vote (which fees and expenses shall not be paid from the Trust Fund) and (iii) delivery by such Holders to the Certificate Administrator of a Rating Agency Confirmation with respect to such termination and appointment of a successor (to be obtained at the expenses solely of such Certificateholders) and the equivalent from each NRSRO Rating Agency hired to provide ratings with respect to any commercial mortgage-backed securities backed by the Serviced Pari Passu Companion Loan SecuritiesLoan, the Certificate Administrator shall post such request on the Certificate Administrator’s Website and conduct the solicitation of votes of all Certificates in such regard. Upon the written direction of Holders of Principal Balance Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis, the Trustee Certificate Administrator shall terminate all of the rights and obligations of the applicable Special Servicer under this Agreement and appoint the successor Special Servicer that was proposed by the Certificateholders requesting the vote. Such termination and replacement shall be further conditioned on such successor Special Servicer being a Qualified Replacement Special Servicer and the satisfaction of the conditions set forth in Section 6.05(e) to the extent that such conditions have not otherwise been satisfied. Such termination shall also be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances, and other rights set forth in this Agreement which survive termination. If a proposed termination and replacement of a the Special Servicer by Certificateholders as described above is not consummated within 180 days following the initial request of the Certificateholders who requested a vote, then the proposed termination and replacement shall have no further force or effect (except that the Certificate Administrator shall be entitled to apply any amounts prepaid by such Certificateholders for expenses to pay any expenses incurred by the Certificate Administrator). (c) In addition, during any Senior Consultation Period, if the Trust Advisor determines, in its sole discretion exercised in good faithdiscretion, that the applicable Special Servicer is not performing its duties under this Agreement in accordance with the Servicing Standard, the Trust Advisor will have the right to recommend the replacement of such Special Servicer. In such event, the Trust Advisor shall deliver to the Trustee and the Certificate Administrator, with a copy to the then-current applicable Special Servicer, a written recommendation in electronic format and in the form of Exhibit O-3 attached hereto (which form may be modified or supplemented by the Trust Advisor from time to time to cure any ambiguity or error or to incorporate any additional information as it deems appropriate) detailing the reasons supporting its position and recommending a suggested replacement Special Servicer. In addition, the Certificate Administrator shall post such recommendation on the Certificate Administrator’s Website in accordance with Section 8.12(b), and by mail transmit such recommendation to, conduct the solicitation of votes of, the Holders of all Certificates, according to such procedures (including the establishment of a record date for voting) as it determines. Such notice and solicitation shall state that the proposed replacement, if approved by the Certificateholders, shall be subject to satisfaction of the conditions set forth in Section 6.05(e) within 180 days following the initial recommendation of the Trust Advisor and that any approval granted by the requisite Certificateholders in the aggregate may not be revoked or withdrawn at any time. The Trust Advisor’s recommendation to replace a Special Servicer must be confirmed by an affirmative vote of Certificateholders having at least a majority of the aggregate Voting Rights (taking into account the allocation of any Appraisal Reduction Amounts in respect of the Mortgage Loans to notionally reduce the Class Principal Balances of the Principal Balance Certificates to which such Appraisal Reduction Amounts are allocable) of all Principal Balance Certificates on an aggregate basis. In the event the Holders of such Principal Balance Certificates elect to remove and replace a Special Servicer, the Certificate Administrator shall notify the Trustee, the Trust Advisor and the then-then current applicable Special Servicer, and the Certificate Administrator shall promptly request a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) with respect to the proposed removal and replacement, unless such Certificateholders themselves deliver such Rating Agency Confirmation. In the event the Trustee and the Certificate Administrator receive a Rating Agency Confirmation from each of the Rating Agencies (and, subject to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable) (and the successor Special Servicer agrees to be bound by the terms of this Agreement), the Trustee will then be required to terminate all of the rights and obligations of such Special Servicer under this Agreement and to appoint the successor Special Servicer that has been approved by the Certificateholders and constitutes a Qualified Replacement Special Servicer, and the Certificate Administrator shall post such notice on the Certificate Administrator’s Website in accordance with Section 8.12(b). Any such termination of an existing Special Servicer will be subject to the terminated Special Servicer’s rights to indemnification, payment of outstanding fees, reimbursement of Advances and other rights set forth in this Agreement which survive termination. The Trustee and the Trust Advisor shall cooperate in using reasonable efforts to cause the satisfaction of the conditions to the consummation of such replacement set forth in Section 6.05(e). The reasonable costs and expenses associated with the Trust Advisor’s identification of a Qualified Replacement Special Servicer and the Certificate Administrator’s obtaining such Rating Agency Confirmations administering the vote of the Certificateholders shall be an Additional Trust Fund Expense. If a proposed termination and replacement of a Special Servicer recommended by the Trust Advisor as described above is not consummated within 180 days following the initial recommendation of the Trust Advisor, then (i) the proposed termination and replacement shall have no further force or effect, (ii) the Certificate Administrator shall post such notice to the Certificate Administrator’s Website in accordance with Section 8.12(b) and (iii) the Certificate Administrator shall notify the Trustee and the then-current applicable Special Servicer. The costs and expenses of administering the notices, solicitation of votes and otherwise incurred by the Certificate Administrator, the Trustee or the Trust Advisor in connection with the proposed removal and replacement (including the costs and expenses associated with obtaining Rating Agency Confirmations and the Opinion of Counsel referred to in Section 6.05(e)) shall constitute expenses of the Trust Fund to be paid by withdrawal from the Distribution Account. None of the Special Servicers, any Certificateholder or any other Person shall have any cause of action against the Trust Advisor or any other Person based upon or arising from the Trust Advisor’s determination under this Section 6.05(c), or the result of the vote of the Certificateholders. (d) Notwithstanding anything herein to the contrary, with respect to each Serviced Loan Combination with respect to which the related Serviced Pari Passu Companion Loan Holder is the “Lead Lender”, “Controlling Note Holder”, “Directing Note Holder” or other comparable party under the related Intercreditor Agreement, such related Serviced Pari Passu Companion Loan Holder shall be entitled to replace the applicable Special Servicer with respect to such Serviced Loan Combination to the extent provided in the related Intercreditor Agreement, and no Special Servicer appointed by such related Serviced Pari Passu Companion Loan Holder (or its representative) with respect to such Serviced Loan Combination may be subsequently terminated pursuant to any of subsections (a) through (c) of this Section 6.05[Reserved.] (e) No removal of a Special Servicer and/or appointment of a successor thereto pursuant to this Section 6.05 shall be effective until the Trustee shall have received (A) a Rating Agency Confirmation from each Rating Agency (and, in the case of any Serviced Loan Combination, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency, if applicable pursuant to Section 3.27(k)) with respect to such removal and/or appointment, (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2, executed by the Person designated to be the successor to that terminated Special Servicer, and (C) an Opinion of Counsel (the expense of which shall be deemed to be part of the expenses of the replacement) substantially to the effect that (1) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (2) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2, has been duly authorized, executed and delivered by such designated Person and (3) upon the execution and delivery of the Acknowledgment of Proposed Special Servicer, such designated Person shall be bound by the terms of this Agreement and, subject to customary bankruptcy and insolvency exceptions and customary equity exceptions, this Agreement shall be enforceable against such designated Person in accordance with its terms. (f) Any Special Servicer terminated pursuant to this Section 6.05 shall be deemed to have been so terminated simultaneously with the designated successor’s becoming a the Special Servicer hereunder; provided that (i) the terminated Special Servicer shall be entitled to receive, in connection with its termination, payment out of the Collection Account of all of its accrued and unpaid Special Servicing Fees, as and to the extent provided in Section 3.05(a), and reimbursement from the successor to such terminated Special Servicer of all outstanding Servicing Advances made by such terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor to such terminated Special Servicer shall be deemed to have made such Servicing Advances at the same time that such terminated Special Servicer had actually made them), (ii) such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by Section 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section 6.03, notwithstanding any such termination; and provided, further, that such terminated Special Servicer shall continue to be obligated to pay (and entitled to receive) all other amounts accrued to (or owing by) it under this Agreement on or prior to the effective date of such termination. Such terminated Special Servicer shall cooperate (time being of the essence in connection with a termination under Section 6.05(b)) with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of such terminated Special Servicer’s responsibilities and rights hereunder to its successor, including the transfer within two (2) Business Days of its termination becoming effective pursuant to this Section 6.05, to the replacement to such terminated Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by such terminated Special Servicer to the REO Account maintained by it or to any Servicing Account or Reserve Account or should have been delivered to the applicable Master Servicer or that are thereafter received by or on behalf of such terminated Special Servicer with respect to any Mortgage Loan or REO Property. No penalty or fee shall be payable to the terminated Special Servicer in connection with any termination under this Section 6.05.