Common use of Replacement of Special Servicers Clause in Contracts

Replacement of Special Servicers. (a) Subject to Section 3.25(b), the Controlling Class Representative may remove the existing General Special Servicer hereunder (with or without cause) and appoint a successor to the existing General Special Servicer; 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 request to the Rating Agencies. In addition, the Serviced Mortgage Loan Group Controlling Party for the South Bay Galleria Loan Group may, upon prior written notice to the respective parties hereto, remove any existing related Loan Specific Special Servicer for the South Bay Galleria Loan Group hereunder (with or without cause) and appoint a successor Loan Specific Special Servicer for the South Bay Galleria 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 such Serviced Mortgage Loan Group Controlling Party and (B) such Serviced Mortgage Loan Group Controlling Party 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 request to the Rating Agencies.

Replacement of Special Servicers. (a) Subject to Section 3.25(b), the Controlling Class Representative may remove the existing General Special Servicer hereunder (with or without cause) and appoint a successor to the existing General Special Servicer; 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 request to the Rating Agencies. In addition, the Serviced Mortgage Loan Group Controlling Party for the South Bay Galleria a Serviced Mortgage Loan Group may, upon prior written notice to the respective parties hereto, remove any existing related Loan Specific Special Servicer for the South Bay Galleria such Serviced Mortgage Loan Group hereunder (with or without cause) and appoint a successor Loan Specific Special Servicer for the South Bay Galleria such Serviced 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 such Serviced Mortgage Loan Group Controlling Party and (B) such Serviced Mortgage Loan Group Controlling Party 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 request to the Rating Agencies.

Replacement of Special Servicers. (a) Subject to Section 3.25(b), the Controlling Class Representative may remove the existing General Special Servicer hereunder (with or without cause) and appoint a successor to the existing General Special Servicer; 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 request to the Rating Agencies; and provided, further, that the Controlling Class Representative shall have engaged in such consultation with the Southlake Mall Non-Pooled Pari Passu Companion Noteholder and otherwise satisfied such conditions as may be set forth in the Southlake Mall Intercreditor Agreement in connection with such a removal and appointment. In addition, subject to Section 3.25(b) and any and all limitations on such right as may be set forth in the related Mortgage Loan Group Intercreditor Agreement (including the provisions to the effect that the following appointment right only applies at any time when both (a) a PCFII Change in Control Event has not occurred and (b) either (i) the Special Servicer does not meet the eligibility requirements under this Agreement (which requirements consist of the absence of an Event of Default) or (ii) the initial Holder of a majority of the Controlling Class of Certificates or an Affiliate thereof ceases to be the Holder of a majority of the Class of Certificates that then constitutes the Controlling Class of Certificates), the applicable Serviced Non-Pooled Subordinate Noteholder for each PCFII Mortgage Loan Group shall be entitled to remove the applicable Special Servicer as the special servicer for such Serviced Mortgage Loan Group Controlling Party for the South Bay Galleria Loan Group may, upon prior written notice to the respective parties hereto, remove any existing related Loan and appoint a Loan-Specific Special Servicer as the applicable special servicer for the South Bay Galleria such Serviced Mortgage Loan Group hereunder (provided, however, that, in the case of the GGP Portfolio Loan Group, so long as a PCFII Change in Control Event has not occurred, the GGP Portfolio Non-Pooled Subordinate Noteholder shall be entitled, with or without cause) , to remove the applicable Special Servicer as the special servicer for such Serviced Mortgage Loan Group and appoint a successor Loan Loan-Specific Special Servicer as the applicable special servicer for the South Bay Galleria such Serviced Mortgage Loan Group; provided that), provided, in any event, that if any such removal is made without cause, then (A) the costs of transferring the special servicing responsibilities of the removed Special Servicer to a successor Loan Specific Special Servicer thereto shall be paid by such the related Serviced Mortgage Loan Group Controlling Party Non-Pooled Subordinate Noteholders and (B) such the related Serviced Mortgage Loan Group Controlling Party Non-Pooled Subordinate Noteholder 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 request to the Rating Agencies.

Replacement of Special Servicers. (a) Subject to Section 3.25(b), the Controlling Class Representative may remove the existing General Special Servicer hereunder (with or without cause) and appoint a successor to the existing General Special Servicer; 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 request to the Rating Agencies. In addition, the Serviced Mortgage Loan Group Lock Up Storage Centers Controlling Party for the South Bay Galleria Loan Group may, upon prior written notice to the respective parties hereto, remove any existing related Loan Specific Lock Up Storage Centers Special Servicer for the South Bay Galleria Loan Group hereunder (with or without cause) and appoint a successor Loan Specific Lock Up Storage Centers Special Servicer for the South Bay Galleria Loan GroupServicer; provided that, if any such removal is without cause, then (A) the costs of transferring the special servicing responsibilities to a successor Loan Specific Lock Up Storage Centers Special Servicer shall be paid by such Serviced Lock Up Storage Centers Controlling Party. Subject to Section 3.25(b) and any and all limitations on such right as may be set forth in the related Mortgage Loan Group Controlling Party Intercreditor Agreement (including the provisions to the effect that the following appointment right only applies at any time when both (a) a PCF Change in Control Event has not occurred and (Bb) either (i) the General Special Servicer does not meet the eligibility requirements under this Agreement (which requirements consist of the absence of an Event of Default) or (ii) neither the initial General Special Servicer nor an Affiliate thereof holds a majority of the Controlling Class), the applicable Serviced Non-Pooled Subordinate Noteholder for each PCF Mortgage Loan Group shall be entitled to remove the General Special Servicer as the applicable Special Servicer for such Serviced Mortgage Loan Group Controlling Party and appoint a successor to the General Special Servicer as the applicable Special Servicer for such Serviced Mortgage Loan Group provided that if any such removal is made without cause, then the costs of transferring the special servicing responsibilities of the removed Special Servicer to a successor thereto shall be paid by the related Serviced Non-Pooled Subordinate Noteholders and (B) the related Serviced Non-Pooled Subordinate Noteholder 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 request to the Rating Agencies. In the event of a replacement described in the immediately preceding sentence, all references to the General Special Servicer in this Agreement, insofar as those references apply to the related Serviced Mortgage Loan Group or one or more Mortgage Loans therein, shall instead be construed to mean the separately-appointed successor Special Servicer (unless the context indicates otherwise).

Replacement of Special Servicers. (a) Subject to Section 3.25(b), the Controlling Class Representative may remove the existing General Special Servicer hereunder (with or without cause) and appoint a successor to the existing General Special Servicer; 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 request to the Rating Agencies. In addition, subject to Section 3.25(b), the Serviced Beaver Brook Apartments Non-Pooled Subordinate Noteholder (if both (1) the Beaver Brook Apartments Non-Pooled Mortgage Loan Group 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 Party for Class Representative (if either (1) the South Bay Galleria Beaver Brook Apartments Non-Pooled Mortgage Loan Group 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 for the South Bay Galleria Beaver Brook Apartments Loan Group hereunder (with or without cause) and appoint a successor Loan Specific Special Servicer for the South Bay Galleria 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 Serviced Mortgage Loan Group Controlling Party removal and replacement and (B) such Serviced Mortgage Loan Group Controlling Party Person effecting such removal and replacement 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 request to the Rating Agencies.