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, upon not less than ten days' prior written notice to the respective parties hereto, remove any existing Special Servicer hereunder (with or without cause) and appoint a successor Special Servicer; provided that, if any such removal is made without cause, then the costs of transferring the special servicing responsibilities to a successor Special Servicer will, upon such removal or other termination, be paid by the Certificateholders of the Controlling Class. (b) No removal of a Special Servicer and appointment of a successor thereto pursuant to Section 3.25(a) shall be effective until: (i) the Trustee shall have received (A) written confirmation from each of the Rating Agencies that such removal and appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (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 Special Servicer, and (C) an Opinion of Counsel (which shall not be an expense of the Trustee or the Trust) substantially to the effect that (1) the removal of such existing Special Servicer and the appointment of the Person designated to serve as successor Special Servicer 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, (3) 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 (4) 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 existing Special Servicer has been removed by the Controlling Class Representative without cause, the Certificateholders of the Controlling Class have delivered to the Trustee and the terminated Special Servicer such Certificateholders' joint and several 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. (c) Any Special Servicer terminated pursuant to Section 3.25(a) 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 Special Servicer of all outstanding Servicing Advances made by the terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor Special Servicer shall be deemed to have made such Servicing Advances at the same time that the terminated Special Servicer had actually made them), (ii) the 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 the 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 with the Trustee and the replacement Special Servicer in effecting the transfer of the terminated Special Servicer's responsibilities and rights hereunder to its successor, including the transfer within two Business Days of its termination becoming effective pursuant to Section 3.25, to the replacement Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by the terminated Special Servicer to the REO Account or to any Servicing Account or Reserve Account or should have been delivered to the Master Servicer or that are thereafter received by or on behalf of the terminated Special Servicer with respect to any Mortgage Loan or REO Property.

Replacement of Special Servicers. (a) Subject to Section 3.25(b), the Controlling Class Representative may, upon not less than ten days' prior written notice to may remove the respective parties hereto, remove any existing General Special Servicer hereunder (with or without cause) and appoint a successor to the existing General Special Servicer; provided that, 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 a Serviced Mortgage Loan Group may, upon prior written notice to the respective parties hereto, remove any existing related Loan Specific Special Servicer for such Serviced Mortgage Loan Group hereunder (with or without cause) and appoint a successor Loan Specific Special Servicer for 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 will, upon such removal or other termination, shall be paid by the Certificateholders 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 Controlling Classparties 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. (b) No removal of a Special Servicer and and/or appointment of a successor thereto pursuant to Section 3.25(a) shall be effective until: (i) the Trustee shall have received (A) written confirmation from each of Rating Agency for the Rating Agencies Rated Certificates that such removal and and/or appointment will not result in an Adverse Rating Event with respect to any Class of Rated CertificatesCertificates rated by such Rating Agency and (for so long as any Serviced 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 Agency for the related Non-Pooled Pari Passu Companion Loan Securities, as applicable, that such removal and/or appointment will not result in an Adverse Rating Event with respect to any class of such Non-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 the terminated Special Servicer, and (C) an Opinion of Counsel (which shall not be an expense of the Trustee or the Trust) substantially to the effect that (1) the removal of such existing terminated Special Servicer and and/or the appointment of the Person designated to serve as successor Special Servicer 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, (3) 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 (4) 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 existing terminated Special Servicer has been removed by the Controlling Class Representative without cause, the Certificateholders of the Controlling Class (or, if a Loan Specific Special Servicer is the terminated Special Servicer, the related Serviced Mortgage Loan Group Controlling Party) shall have delivered to the Trustee and the terminated Special Servicer such Certificateholders' joint and several undertaking (or, if applicable, such Serviced Mortgage Loan Group Controlling Party'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. With respect to the Tuscany Plaza Loan Group, so long as a Tuscany Plaza Special Servicing Transfer Event exists, provided that ARCap Servicing, Inc. (or an Affiliate thereof) satisfies the requirements contained above in this Section 3.25(b), the Special Servicer for the Tuscany Plaza Loan Group shall be ARCap Servicing, Inc. (or such Affiliate thereof). (c) Any Special Servicer terminated pursuant to Section 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 the 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 the such terminated Special Servicer had actually made them), (ii) the 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 the 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 with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of the such terminated Special Servicer's responsibilities and rights hereunder to its successor, including the transfer within two Business Days of its termination becoming effective pursuant to this Section 3.25, 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 the 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 Master Servicer Servicers or that are thereafter received by or on behalf of the such terminated Special Servicer with respect to any Mortgage Loan or REO Property.

Replacement of Special Servicers. (a) Subject to Section 3.25(b), the Controlling Class Representative may, upon not less than ten days' prior written notice to the respective parties hereto, remove any existing Special Servicer hereunder (with or without cause) and appoint a successor to such Special Servicer; 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 Special Servicer will, upon such removal or other termination, thereto will be paid by the Certificateholders of the Controlling Class. In addition, if a Special Servicer is terminated pursuant to Section 7.01, then, also subject to Section 3.25(b), the Controlling Class Representative shall be entitled to replace such terminated Special Servicer for 45 days following such termination. (b) No removal of a Special Servicer and and/or appointment of a successor thereto pursuant to Section 3.25(a) shall be effective until: (i) the Trustee shall have received (A) written confirmation from each of the Rating Agencies that such removal and and/or appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (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 such terminated Special Servicer, and (C) an Opinion of Counsel (which shall not be an expense of the Trustee or the Trust) substantially to the effect that (1) the removal of such existing terminated Special Servicer and and/or the appointment of the Person designated to serve as successor Special Servicer 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, (3) 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 (4) 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 existing terminated Special Servicer has been removed by the Controlling Class Representative without cause, the Certificateholders of the Controlling Class have delivered to the Trustee and the terminated Special Servicer such Certificateholders' joint and several 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. (c) Any Special Servicer terminated pursuant to Section 3.25(a) shall be deemed to have been so terminated simultaneously with the designated successor's becoming a such 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 the 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 the such terminated Special Servicer had actually made them), (ii) the 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 the 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 with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of the such terminated Special Servicer's responsibilities and rights hereunder to its successor, including the transfer within two Business Days of its termination becoming effective pursuant to Section 3.25, 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 the such terminated Special Servicer to the its REO Account or to any Servicing Account or Reserve Account or should have been delivered to the Master Servicer Servicers or that are thereafter received by or on behalf of the such terminated Special Servicer with respect to any Mortgage Loan or REO Property.

Replacement of Special Servicers. (a) Subject to Section 3.25(b), the Controlling Class Representative may, upon not less than ten days' prior written notice to may remove the respective parties hereto, remove any 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 and appoint a Loan-Specific Special Servicer as the applicable special servicer for such Serviced Mortgage Loan Group (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 Loan-Specific Special Servicer as the applicable special servicer for such Serviced Mortgage Loan Group), provided, in any event, 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 Special Servicer will, upon such removal or other termination, thereto shall be paid by the Certificateholders 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 Controlling Classparties 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. (b) No removal of a Special Servicer and and/or appointment of a successor thereto pursuant to Section 3.25(a) shall be effective until: (i) the Trustee shall have received (A) written confirmation from each of Rating Agency for the Rating Agencies Rated Certificates that such removal and and/or appointment will not result in an Adverse Rating Event with respect to any Class of Rated CertificatesCertificates rated by such Rating Agency and (for so long as any Serviced 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 Agency for the related Non-Pooled Pari Passu Companion Loan Securities, as applicable, that such removal and/or appointment will not result in an Adverse Rating Event with respect to any class of such Non-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 the terminated Special Servicer, and (C) an Opinion of Counsel (which shall not be an expense of the Trustee or the Trust) substantially to the effect that (1) the removal of such existing terminated Special Servicer and and/or the appointment of the Person designated to serve as successor Special Servicer 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, (3) 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 (4) 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 existing terminated Special Servicer has been removed by the Controlling Class Representative without cause, the Certificateholders of the Controlling Class shall have delivered to the Trustee and the terminated Special Servicer such Certificateholders' joint and several 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. (c) Any Special Servicer terminated pursuant to Section 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 the 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 the such terminated Special Servicer had actually made them), (ii) the 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 the 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 with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of the such terminated Special Servicer's responsibilities and rights hereunder to its successor, including the transfer within two Business Days of its termination becoming effective pursuant to this Section 3.25, 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 the 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 Master Servicer Servicers or that are thereafter received by or on behalf of the such terminated Special Servicer with respect to any Mortgage Loan or REO Property.

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 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 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 RREEF Textron Controlling Party may, upon not less than ten days' prior written notice to the respective parties hereto, remove any existing RREEF Textron Special Servicer hereunder (with or without cause) and appoint a successor RREEF Textron Special Servicer; provided that, if any such removal is made without cause, then the costs of transferring the special servicing responsibilities to a successor RREEF Textron Special Servicer will, upon such removal or other termination, shall be paid by either the RREEF Textron B-Note Holder (if it is the RREEF Textron Controlling Party) or by the Certificateholders of the Controlling ClassClass (if the Controlling Class Representative is the RREEF Textron Controlling Party). (b) No removal of a Special Servicer and and/or appointment of a successor thereto pursuant to Section 3.25(a) shall be effective until: (i) the Trustee shall have received (A) written confirmation from each of the Rating Agencies that such removal and and/or appointment will not result in an Adverse Rating Event with respect to any Class of Rated CertificatesCertificates (provided, that the RREEF Textron Controlling Party can remove the RREEF Textron Special Servicer, without obtaining such written confirmation from the Rating Agencies, in order to replace it with a Person controlled by PMCF or The Prudential Insurance Company of America), (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit I-2H-2, executed by the Person designated to be the successor to such terminated General Special Servicer or RREEF Textron Special Servicer, as the case may be, (C) in the case of the RREEF Textron Special Servicer, under the circumstances provided below in this Section 3.25(b), the written consent of the Controlling Class Representative, which consent shall not be unreasonably withheld, and (CD) an Opinion of Counsel (which shall not be an expense of the Trustee or the Trust) substantially to the effect that (1) the removal of such existing terminated Special Servicer and and/or the appointment of the Person designated to serve as successor Special Servicer 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, (3) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit I-2H-2, has been duly authorized, executed and delivered by such designated Person and (4) 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 existing terminated Special Servicer has been removed by the Controlling Class Representative without cause, the Certificateholders of the Controlling Class or the RREEF Textron B-Note Holder, as applicable, shall have delivered to the Trustee and the terminated Special Servicer such Certificateholders' joint and several 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. (c) Any Special Servicer terminated pursuant to Section 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 the 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 the such terminated Special Servicer had actually made them), (ii) the 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 the 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 with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of the such terminated Special Servicer's responsibilities and rights hereunder to its successor, including the transfer within two Business Days of its termination becoming effective pursuant to Section 3.25, 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 the such terminated Special Servicer to the REO Account or to any Servicing Account or Reserve Account or should have been delivered to the Master Servicer Servicers or that are thereafter received by or on behalf of the such terminated Special Servicer with respect to any Mortgage Loan or REO Property.

Replacement of Special Servicers. (a) Subject to Section 3.25(b), the Controlling Class Representative may, upon not less than ten days' prior written notice to may remove the respective parties hereto, remove any existing General Special Servicer hereunder (with or without cause) and appoint a successor to the existing General Special Servicer; provided that, that if any such removal is made without cause, then the costs of transferring the special servicing responsibilities of the removed General Special Servicer to a successor Special Servicer will, upon such removal or other termination, 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 Lock Up Storage Centers Controlling Party may, upon prior written notice to the respective parties hereto, remove any existing Lock Up Storage Centers Special Servicer hereunder (with or without cause) and appoint a successor Lock Up Storage Centers Special Servicer; provided that, if any such removal is without cause, then the costs of transferring the special servicing responsibilities to a successor Lock Up Storage Centers Special Servicer shall be paid by such 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 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 (b) 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 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). (b) No removal of a Special Servicer and and/or appointment of a successor thereto pursuant to Section 3.25(a) shall be effective until: (i) the Trustee shall have received (A) written confirmation from each of Rating Agency for the Rating Agencies Rated Certificates that such removal and and/or appointment will not result in an Adverse Rating Event with respect to any Class of Rated CertificatesCertificates rated by such Rating Agency and (for so long as any Serviced 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 Agency for the related Non-Pooled Pari Passu Companion Loan Securities, as applicable, that such removal and/or appointment will not result in an Adverse Rating Event with respect to any class of such Non-Pooled Pari Passu Companion Loan Securities rated by such applicable Rating Agency, provided, however, that the Lock Up Storage Centers Non-Pooled Subordinate Noteholder may remove the Lock Up Storage Centers Special Servicer without obtaining such written confirmation so long as such successor Special Servicer is a Person controlled by Prudential Mortgage Capital Funding, LLC, The Prudential Insurance Company of America or any of their respective Affiliates, (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 the terminated Special Servicer, and (C) an Opinion of Counsel (which shall not be an expense of the Trustee or the Trust) substantially to the effect that (1) the removal of such existing terminated Special Servicer and and/or the appointment of the Person designated to serve as successor Special Servicer thereto is in compliance with this Section 3.253.28, (2) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (3) 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 (4) 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 existing terminated Special Servicer has been removed by the Controlling Class Representative without cause, the Certificateholders of the Controlling Class (or, if the Lock Up Storage Centers Special Servicer is the terminated Special Servicer, the Lock Up Storage Centers Controlling Party) shall have delivered to the Trustee and the terminated Special Servicer such Certificateholders' joint and several undertaking (or, if applicable, such Lock Up Storage Centers Controlling Party'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. (c) Any Special Servicer terminated pursuant to Section 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 the 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 the such terminated Special Servicer had actually made them), (ii) the 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 the 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 with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of the such terminated Special Servicer's responsibilities and rights hereunder to its successor, including the transfer within two Business Days of its termination becoming effective pursuant to this Section 3.253.28, 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 the 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 Master Servicer Servicers or that are thereafter received by or on behalf of the such terminated Special Servicer with respect to any Mortgage Loan or REO Property.

Replacement of Special Servicers. (a) Subject to Section 3.25(b), the Controlling Class Representative may, upon not less than ten days' prior written notice to the respective parties hereto, remove any the existing General Special Servicer hereunder (with or without cause) or the existing Co-op Special Servicer upon the occurrence and continuation of an Event of Default with respect to such Co-op Special Servicer in accordance with the provisions of Section 7.01(b) and appoint a successor to such Special Servicer; provided that, if any such removal is made without cause, then the costs of transferring the special servicing responsibilities of the removed General Special Servicer to a successor Special Servicer will, upon such removal or other termination, thereto will be paid by the Certificateholders of the Controlling Class. In the case of the 622 Third Avenue Total Loan and the Washington Center Total Loan, the xxxxxxx Xxxxxxxling Class Representative may, at any time and from time to time, replace the General Special Servicer then acting with respect to the related Mortgage Loan and appoint a replacement Special Servicer in lieu thereof; provided that, if any such removal is made without cause, then the costs of transferring the special servicing responsibilities of the removed Special Servicer will be paid by the Controlling Class Representative of the related Mortgage Loan. (b) No removal of a Special Servicer and and/or appointment of a successor thereto pursuant to Section 3.25(a) shall be effective until: (i) the Trustee shall have received (A) written confirmation from each of the Rating Agencies that such removal and and/or appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (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 such terminated Special Servicer, and (C) an Opinion of Counsel (which shall not be an expense of the Trustee or the Trust) substantially to the effect that (1) the removal of such existing terminated Special Servicer and and/or the appointment of the Person designated to serve as successor Special Servicer 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, (3) 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 (4) 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 existing terminated Special Servicer has been removed by the Controlling Class Representative without cause, the Certificateholders of the Controlling Class have delivered to the Trustee and the terminated Special Servicer such Certificateholders' joint and several undertaking and, with respect to the 622 Third Avenue Loan or the Washington Center Loan, the respective Cxxxxxxxxxx Xxxxx Representatives' 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. (c) Any Special Servicer terminated pursuant to Section 3.25(a) 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 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 Special Servicer of all outstanding Servicing Advances made by the terminated Special Servicer and all unpaid Advance Interest accrued on such outstanding Servicing Advances (in which case the successor Special Servicer shall be deemed to have made such Servicing Advances at the same time that the terminated Special Servicer had actually made them), (ii) the 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 the 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 with the Trustee and the replacement Special Servicer in effecting the transfer of the terminated Special Servicer's responsibilities and rights hereunder to its successor, including the transfer within two Business Days of its termination becoming effective pursuant to Section 3.25, to the replacement Special Servicer for administration by it of all cash amounts that at the time are or should have been credited by the terminated Special Servicer to the REO Account or to any Servicing Account or Reserve Account or should have been delivered to the Master Servicer or that are thereafter received by or on behalf of the terminated Special Servicer with respect to any Mortgage Loan or REO Property.

Replacement of Special Servicers. (a) Subject to Section SECTION 3.25(b), the Controlling Class Representative may, upon not less than ten days' prior written notice to the respective parties hereto, remove any existing Special Servicer hereunder (with or without cause) and appoint a successor to such Special Servicer; provided 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 Special Servicer will, upon such removal or other termination, thereto will be paid by the Certificateholders of the Controlling Class. (b) No removal of a Special Servicer and and/or appointment of a successor thereto pursuant to Section SECTION 3.25(a) shall be effective until: (i) the Trustee shall have received (A) written confirmation from each of the Rating Agencies that such removal and and/or appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (B) an Acknowledgment of Proposed Special Servicer in the form attached hereto as Exhibit EXHIBIT I-2, executed by the Person designated to be the successor to such terminated Special Servicer, and (C) an Opinion of Counsel (which shall not be an expense of the Trustee or the Trust) substantially to the effect that (1) the removal of such existing terminated Special Servicer and and/or the appointment of the Person designated to serve as successor Special Servicer thereto is in compliance with this Section 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, (3) the Acknowledgment of Proposed Special Servicer, the form of which is attached hereto as Exhibit EXHIBIT I-2, has been duly authorized, executed and delivered by such designated Person and (4) 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 existing terminated Special Servicer has been removed by the Controlling Class Representative without cause, the Certificateholders of the Controlling Class have delivered to the Trustee and the terminated Special Servicer such Certificateholders' joint and several 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. (c) Any Special Servicer terminated pursuant to Section SECTION 3.25(a) shall be deemed to have been so terminated simultaneously with the designated successor's becoming a such Special Servicer hereunder; provided 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 SECTION 3.05(a), and reimbursement from the successor to such terminated Special Servicer of all outstanding Servicing Advances made by the 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 the such terminated Special Servicer had actually made them), (ii) the such terminated Special Servicer shall thereafter be entitled to Workout Fees, as and to the extent expressly permitted by Section SECTION 3.11(c), and (iii) such terminated Special Servicer shall continue to be entitled to the benefits of Section SECTION 6.03, notwithstanding any such termination; and providedPROVIDED, furtherFURTHER, that the 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 with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of the such terminated Special Servicer's responsibilities and rights hereunder to its successor, including the transfer within two Business Days of its termination becoming effective pursuant to Section SECTION 3.25, 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 the such terminated Special Servicer to the its REO Account or to any Servicing Account or Reserve Account or should have been delivered to the Master Servicer Servicers or that are thereafter received by or on behalf of the such terminated Special Servicer with respect to any Mortgage Loan or REO Property.

Replacement of Special Servicers. (a) Subject to Section 3.25(b3.27(b), the Controlling Class Representative may, upon not less than ten days' prior written notice to may remove the respective parties hereto, remove any existing General Special Servicer hereunder (with or without cause) and appoint a successor to the existing General Special Servicer; provided that, that if any such removal is made without cause, then the costs of transferring the special servicing responsibilities of the removed General Special Servicer to a successor Special Servicer will, upon such removal or other termination, thereto shall be paid by the Certificateholders of the Controlling ClassClass 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 Shell Plaza Controlling Party may, upon prior written notice to the respective parties hereto, remove any existing Shell Plaza Special Servicer hereunder (with or without cause) and appoint a successor Shell Plaza Special Servicer; provided that, if any such removal is without cause, then the costs of transferring the special servicing responsibilities to a successor Shell Plaza Special Servicer shall be paid by such Shell Plaza Controlling Party. (b) No removal of a Special Servicer and and/or appointment of a successor thereto pursuant to Section 3.25(a3.27(a) shall be effective until: (i) the Trustee shall have received (A) written confirmation from each of the Rating Agencies that such removal and and/or appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (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 the terminated Special Servicer, and (C) an Opinion of Counsel (which shall not be an expense of the Trustee or the Trust) substantially to the effect that (1) the removal of such existing terminated Special Servicer and and/or the appointment of the Person designated to serve as successor Special Servicer thereto is in compliance with this Section 3.253.27, (2) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (3) 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 (4) 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 existing terminated Special Servicer has been removed by the Controlling Class Representative without cause, the Certificateholders of the Controlling Class (or, if the Shell Plaza Special Servicer is the terminated Special Servicer, the Shell Plaza Controlling Party) shall have delivered to the Trustee and the terminated Special Servicer such Certificateholders' joint and several undertaking (or, if applicable, such Shell Plaza Controlling Party'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. (c) Any Special Servicer terminated pursuant to Section 3.25(a3.27(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 the 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 the such terminated Special Servicer had actually made them), (ii) the 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 the 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 with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of the such terminated Special Servicer's responsibilities and rights hereunder to its successor, including the transfer within two Business Days of its termination becoming effective pursuant to this Section 3.253.27, 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 the 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 Master Servicer Servicers or that are thereafter received by or on behalf of the such terminated Special Servicer with respect to any Mortgage Loan or REO Property.

Replacement of Special Servicers. (a) Subject to Section 3.25(b3.26(b), the Controlling Class Representative may, upon not less than ten days' prior written notice to may remove the respective parties hereto, remove any existing General Special Servicer hereunder (with or without cause) and appoint a successor to the existing General Special Servicer; provided that, that if any such removal is made without cause, then the costs of transferring the special servicing responsibilities of the removed General Special Servicer to a successor Special Servicer will, upon such removal or other termination, thereto shall be paid by the Certificateholders of the Controlling ClassClass 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 Lion Industrial Portfolio Controlling Party may, upon prior written notice to the respective parties hereto, remove any existing Lion Industrial Portfolio Special Servicer hereunder (with or without cause) and appoint a successor Lion Industrial Portfolio Special Servicer; provided that, if any such removal is without cause, then the costs of transferring the special servicing responsibilities to a successor Lion Industrial Portfolio Special Servicer shall be paid by such Lion Industrial Portfolio Controlling Party. (b) No removal of a Special Servicer and and/or appointment of a successor thereto pursuant to Section 3.25(a3.26(a) shall be effective until: (i) the Trustee shall have received (A) written confirmation from each of the Rating Agencies that such removal and and/or appointment will not result in an Adverse Rating Event with respect to any Class of Rated Certificates, (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 the terminated Special Servicer, and (C) an Opinion of Counsel (which shall not be an expense of the Trustee or the Trust) substantially to the effect that (1) the removal of such existing terminated Special Servicer and and/or the appointment of the Person designated to serve as successor Special Servicer thereto is in compliance with this Section 3.253.26, (2) such designated Person is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (3) 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 (4) 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 existing terminated Special Servicer has been removed by the Controlling Class Representative without cause, the Certificateholders of the Controlling Class (or, if the Lion Industrial Portfolio Special Servicer is the terminated Special Servicer, the Lion Industrial Portfolio Controlling Party) shall have delivered to the Trustee and the terminated Special Servicer such Certificateholders' joint and several undertaking (or, if applicable, such Lion Industrial Portfolio Controlling Party'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. (c) Any Special Servicer terminated pursuant to Section 3.25(a3.26(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 the 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 the such terminated Special Servicer had actually made them), (ii) the 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 the 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 with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of the such terminated Special Servicer's responsibilities and rights hereunder to its successor, including the transfer within two Business Days of its termination becoming effective pursuant to this Section 3.253.26, 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 the 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 Master Servicer Servicers or that are thereafter received by or on behalf of the such terminated Special Servicer with respect to any Mortgage Loan or REO Property.

Replacement of Special Servicers. (a) Subject to Section 3.25(b), the Controlling Class Representative may, upon not less than ten days' prior written notice to may remove the respective parties hereto, remove any existing General Special Servicer hereunder (with or without cause) and appoint a successor to the existing General Special Servicer; provided that, 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 will, upon such removal or other termination, shall be paid by the Certificateholders 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 Controlling Classparties 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. (b) No removal of a Special Servicer and and/or appointment of a successor thereto pursuant to Section 3.25(a) shall be effective until: (i) the Trustee shall have received (A) written confirmation from each of Rating Agency for the Rating Agencies Rated Certificates that such removal and and/or appointment will not result in an Adverse Rating Event with respect to any Class of Rated CertificatesCertificates rated by such Rating Agency and (for so long as any Serviced 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 Agency for the related Non-Pooled Pari Passu Companion Loan Securities, as applicable, that such removal and/or appointment will not result in an Adverse Rating Event with respect to any class of such Non-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 the terminated Special Servicer, and (C) an Opinion of Counsel (which shall not be an expense of the Trustee or the Trust) substantially to the effect that (1) the removal of such existing terminated Special Servicer and and/or the appointment of the Person designated to serve as successor Special Servicer 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, (3) 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 (4) 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 existing terminated Special Servicer has been removed by the Controlling Class Representative without cause, the Certificateholders of the Controlling Class (or, if a Loan Specific Special Servicer is the terminated Special Servicer, the related Serviced Mortgage Loan Group Controlling Party) shall have delivered to the Trustee and the terminated Special Servicer such Certificateholders' joint and several undertaking (or, if applicable, such Serviced Mortgage Loan Group Controlling Party'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. (c) Any Special Servicer terminated pursuant to Section 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 the 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 the such terminated Special Servicer had actually made them), (ii) the 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 the 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 with the Trustee and the replacement to such terminated Special Servicer in effecting the transfer of the such terminated Special Servicer's responsibilities and rights hereunder to its successor, including the transfer within two Business Days of its termination becoming effective pursuant to this Section 3.25, 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 the 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 Master Servicer Servicers or that are thereafter received by or on behalf of the such terminated Special Servicer with respect to any Mortgage Loan or REO Property.