Common use of Resignation and Removal of the Trustee or the Certificate Administrator Clause in Contracts

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation to the other such party, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the Trustee), the Trustee, the Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and the Special Servicer), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by giving written notice of resignation to the other such party, the Depositor, the Initial PurchasersLoan Borrower, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Certificate Registrar (if other than the TrusteeCertificate Administrator), the Trustee, the Companion Loan Holders and subject to Section 10.16 and Section 10.17, and the 17g-5 Information Provider, Provider (who shall promptly post such written notice on to the 17g-5 Information Provider’s Website Website, pursuant to Section 8.14(b), 10.16) and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or successor Certificate Administrator, as applicable, Administrator appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such expense of the Trustshall be a Trust Fund Expense. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) the Depositor may remove upon 30 days’ written notice the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time upon thirty (30) days’ notice to the Trustee or the Certificate Administrator, as applicable, remove the Trustee or the Certificate Administrator Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Special ServicerLoan Borrower), one complete set to the Operating Advisor, one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed; provided that such Certificateholders shall pay all the reasonable costs and expenses of the Certificate Administrator or Trustee, as applicable, necessary to effect the transfer of the rights and obligations of the Certificate Administrator or Trustee, as applicable, to a successor. Notice Subject to Section 10.17, notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or the Certificate Administrator shall be given to the Rating Agencies Companion Loan Holders and the 17g-5 Information Provider (through who shall promptly post such written notice to the successor 17g-5 Information Provider’s Website, as applicablepursuant to Section 10.16) and the Initial Purchasers by the successor Trustee or the Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. In the event of any resignation or removal of the Trustee or the Certificate Administrator under this Agreement, such resignation or removal shall be effective with respect to each of such party’s other capacities hereunder (including, without limitation, such party’s capacities as Trustee, Certificate Administrator, Custodian and Certificate Registrar, as the case may be).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Trust Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combinations shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Trust Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Benchmark 2019-B12 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B12” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Trust Loan, and certify in writing that, as to each Trust Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Trust Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combinations shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Trust Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2019-C7, Commercial Mortgage Pass-Through Certificates, Series 2019-C7” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Trust Loan, and certify in writing that, as to each Trust Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation to the other such party, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the Trustee), the Trustee, the Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency Agencies of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the each Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and the Special Servicer), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2017-P7, Commercial Mortgage Pass Through Certificates, Series 2017-P7” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by giving written notice of resignation to the other such party, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the TrusteeCertificate Administrator), the Trustee, the Companion Loan Holders Holders, the Trustee and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)8.15(b) and after such posting by the 17g-5 Information Provider, to the Rating Agencies, and by mailing notice of resignation by first class Class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 60 sixty (60) days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned Confirmation is provided with respect to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicatesuch appointment, which written confirmation Rating Agency Confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the applicable and any expenses associated with such petition shall be an expense of the Trust. Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or the Certificate Administrator or its respective business to a successor, or upon the termination of the Trustee or the Certificate Administrator, (a) the outgoing Trustee or Certificate Administrator shall cooperate with any successor, as requested (i) to endorse the original executed Trust Notes (to the extent that the original executed Trust Notes for the Mortgage Loan were endorsed to the outgoing Trustee or Certificate Administrator or), without recourse, representation or warranty, express or implied, to the order of the successor, as trustee for the registered holders of BXP Trust 2021-601L, Commercial Mortgage Pass-Through Certificates, Series 2021-601L or in blank, and (ii) in the case of the other assignable Loan Documents (to the extent such other Loan Documents were assigned to the outgoing Trustee or Certificate Administrator), to assign such Loan Documents to such successor, and such successor shall review the documents delivered to it with respect to the Mortgage Loan, and certify in writing that, as to the Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made, and record such assignment documents (if applicable); (b) if the original executed Note for the Mortgage Loan was not endorsed to the outgoing Trustee, the Certificate Administrator (in its capacity as Custodian) shall, upon its receipt of a request for release in the form of Exhibit B hereto, deliver such Trust Note to the Depositor or the successor Trustee, as requested, and the Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Trust Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of BXP Trust 2021-601L;, Commercial Mortgage Pass-Through Certificates, Series 2021-601L or in blank; (c) if any other assignable Loan Document was not assigned to the outgoing Trustee, the Certificate Administrator shall, upon its receipt of a request for release, deliver such Loan Document to the Depositor or the successor Trustee, as requested, and the Servicer and the Depositor shall cooperate with any successor Trustee to ensure that such Loan Document is assigned to such successor Trustee; and (d) in any case, such successor Trustee shall review the documents delivered to it or to the Certificate Administrator with respect to the Mortgage Loan, and certify in writing that, as to the Mortgage Loan then subject to this Agreement, such endorsements and assignments have been made, and record such assignment documents (if applicable) or, in the event such endorsement or assignment cannot be made for any reason, to note the same in such certification. The resigning or terminated Trustee or Certificate Administrator, as the case may be, shall reimburse the Trust for any expenses of such endorsement, assignment and recording. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six (6) months may, on behalf of itself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one (1) year from the date of appointment by such court. In addition, upon thirty (30) days’ prior written notice, Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and the Special Servicer), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Companion Loan Holders, the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided that, if the . If no successor Trustee or the Certificate Administrator is terminated by shall have been so appointed and shall have accepted appointment within thirty (30) days after the Depositor pursuant to notice of removal has been given, the first sentence of this paragraph, or if the removed Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administratorAdministrator, as applicable; and provided, further, that if the may petition any court of competent jurisdiction for appointment of a successor Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% Administrator, as applicable and any expenses associated with such petition shall be an expense of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicableTrust. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. If the Certificate Administrator is terminated pursuant to this Section 8.7, all of its rights and obligations under this Agreement and in and to the Mortgage Loan shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, indemnities, expenses and other amounts accrued or owing to it under this Agreement with respect to periods prior to the date of such termination or removal). In the event of any resignation or removal of the Trustee or the Certificate Administrator (in any of its capacities under this Agreement) (other than a resignation of the Trustee that is required solely due to a change in law or a conflict of interest arising after the Closing Date that is not waived by all of the parties in conflict or is unwaivable), such resignation or removal shall be effective with respect to each of such party’s other capacities hereunder (including, without limitation, such party’s capacities as Trustee, Custodian, Certificate Administrator, Certificate Registrar and 17g-5 Information Provider, as the case may be).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out- of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the second preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2016-P3, Commercial Mortgage Pass Through Certificates, Series 2016-P3” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of CD 2017-CD3 Mortgage Trust, Commercial Mortgage Pass Through Certificates, Series 2017-CD3” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combinations shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Benchmark 2019-B15 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B15” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights allocated to all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights allocated to all of all the Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2020-GC46, Commercial Mortgage Pass-Through Certificates, Series 2020-GC46, and the Uncertificated VRR Interest Owner or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Certificateholders, the Trustee, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)11.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the expense costs of the Trustassigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of the terminated party Mortgage Files) of the Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2015-GC29, Commercial Mortgage Pass Through Certificates, Series 2015-GC29” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no CCR Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a CCR Control Termination Event but prior to the occurrence and continuance of a CCR Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Combined Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Trust Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights allocated to all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combinations shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights allocated to all of all the Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Trust Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of BMO 2022-C1 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-C1, and the Uncertificated Interest Owners or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Trust Loan, and certify in writing that, as to each Trust Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Uncertificated VRR Interest Owners, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights allocated to all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, (i) all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combinations shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencingAdministrator, in the aggregateas applicable) and (ii) such resignation, more than 50% of the Voting Rights of all Certificates as provided above in this paragraphtermination, then the terminated party or removal shall be required effective with respect to pay all reasonable costs and expenses each of its other capacities hereunder except its capacity as Custodian (including those incurred by the other parties hereto (but including, without limitation, its capacities as Certificate Registrar, Rule 17g-5 Information Provider, Paying Agent and Authenticating Agent). The Trustee or the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administratorCertificate Administrator, as applicable, will bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its termination or removal; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights allocated to all of all the Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, (i) the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Benchmark 2022-B35 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B35, and the Uncertificated VRR Interest Owners or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made; and (ii) if any original executed Mortgage Note for a Mortgage Loan was not endorsed to the outgoing Trustee, the Custodian shall deliver such Mortgage Note to the successor trustee and the Custodian shall cooperate with any successor trustee to ensure that such Mortgage Note is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor trustee, as trustee for the registered Holders of Benchmark 2022-B35 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2022-B35 or in blank. The outgoing Trustee shall provide copies of the documentation provided for in items (i)(A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If any assignable Loan Document (other than the Mortgage Note) was not assigned to the outgoing Trustee or if the Trustee is removed without cause, with respect to the Loan Documents identified in clause (i)(B) of the preceding sentence the Custodian shall deliver such Loan Document to the successor trustee and, if appropriate, such Loan Document shall be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the second preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2016-GC36, Commercial Mortgage Pass Through Certificates, Series 2016-GC36” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Trust Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights allocated to all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combinations shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights allocated to all of all the Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Trust Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Benchmark 2021-B23 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B23, and the Uncertificated VRR Interest Owner or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Trust Loan, and certify in writing that, as to each Trust Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of Either the Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator (as applicable), the Trustee (as applicable), the Operating Advisor, the Certificate Registrar (if other than the Trustee), the TrusteeHolders, the Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)11.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the expense costs of the Trustassigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 11.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable, so appointed and a copy thereof shall be delivered to the Companion Loan Holders. No removal of In the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Whole Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable fees, costs, costs and expenses of each other party hereto and Advances (including interest thereon) to which it is entitled have been paid to each Rating Agency in connection with its termination or removal; provided that if the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with without cause by the Holders holders of Certificates evidencing, in the aggregate, evidencing aggregate Voting Rights of more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this immediately preceding paragraph, then such Holders holders will be required to pay all the reasonable costs and expenses (including, but not limited to, reasonable attorney’s fees and expenses) of the terminated party Trustee or Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee Trustee or certificate administrator, as applicableCertificate Administrator. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its own expense, ensure that prior to consummation of such action or as part of its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note(s) for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of CSAIL 2015-C3 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C3” or in blank and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note(s) have been lost, a lost note affidavit and indemnity with a copy of such Note(s)), and (B) in the case of the other Mortgage Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Mortgage Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Benchmark 2018-B6 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2018-B6” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2017-P8, Commercial Mortgage Pass Through Certificates, Series 2017-P8” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights allocated to all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights allocated to all of all the Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.8.8.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2019-GC41, Commercial Mortgage Pass-Through Certificates, Series 2019-GC41, and the Uncertificated VRR Interest Owner or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation to the other such party, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the Trustee), the TrusteeOperating Advisor, the Companion Loan Holders Holder(s) and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency Agencies of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the each Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 or shall be required to resign pursuant to Section 3.33, and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and the Special Servicer), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of Either the Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator (as applicable), the Trustee (as applicable), the Operating Advisor, the Certificate Registrar (if other than the Trustee), the TrusteeHolders, the Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)11.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the expense costs of the Trustassigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 11.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable, so appointed and a copy thereof shall be delivered to the Companion Loan Holders. No removal of In the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Whole Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable fees, costs, costs and expenses of each other party hereto and Advances (including interest thereon) to which it is entitled have been paid to each Rating Agency in connection with its termination or removal; provided that if the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with without cause by the Holders holders of Certificates evidencing, in the aggregate, evidencing aggregate Voting Rights of more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this immediately preceding paragraph, then such Holders holders will be required to pay all the reasonable costs and expenses (including, but not limited to, reasonable attorney’s fees and expenses) of the terminated party Trustee or Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee Trustee or certificate administrator, as applicableCertificate Administrator. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its own expense, ensure that prior to consummation of such action or as part of its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note(s) for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of CSAIL 2015-C1 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C1” or in blank and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note(s) have been lost, a lost note affidavit and indemnity with a copy of such Note(s)), and (B) in the case of the other Mortgage Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Mortgage Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combinations shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all the Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Benchmark 2020-B19 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2020-B19, and the Uncertificated VRR Interest Owner or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2016-C2, Commercial Mortgage Pass Through Certificates, Series 2016-C2” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. (a) Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by posting written notice on the Certificate Administrator’s Website pursuant to Section 8.14(b) and giving written notice of resignation to the other such partyDepositor, the DepositorBorrower, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the Trustee), the TrusteeCompanion Loan Holders, the Companion Loan Holders Trustee and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and after such posting by the 17g-5 Information Provider, to the Rating Agency and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 45 days and not more than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the obtain Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, Confirmation which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. Holders , or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of Certificates evidencinghimself and all others similarly situated, in petition any court of competent jurisdiction for the aggregate, not less than a majority removal of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator and appoint the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, by written instrument or instrumentsafter such notice, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and the Special Servicer), one complete set to the Trustee or the Certificate Administratorif any, as applicableit may deem proper and prescribe, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to remove the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party which removal and appointment shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until upon acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.in

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by giving written notice of resignation to the other such party, the Depositor, the Initial PurchasersLoan Borrowers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the TrusteeCertificate Administrator), the Trustee, the Companion Loan Holders and subject to Section 10.16 and Section 10.17, and the 17g-5 Information Provider, Provider (who shall promptly post such written notice on to the 17g-5 Information Provider’s Website Website, pursuant to Section 8.14(b), 10.16) and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or successor Certificate Administrator, as applicable, Administrator appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such expense of the Trustshall be a Trust Fund Expense. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time upon thirty (30) days’ notice to the Trustee or the Certificate Administrator, as applicable, remove the Trustee or the Certificate Administrator Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Special ServicerLoan Borrowers), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice Subject to Section 10.17, notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or the Certificate Administrator shall be given to the Rating Agencies Companion Loan Holders and the 17g-5 Information Provider (through who shall promptly post such written notice to the successor 17g-5 Information Provider’s Website, as applicablepursuant to Section 10.16) and the Initial Purchasers by the successor Trustee or the Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by posting written notice on the Certificate Administrator’s Website pursuant to Section 8.14(b) and giving written notice of resignation to the other such partyDepositor, the DepositorBorrower, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the Trustee), the TrusteeCompanion Loan Holders, the Companion Loan Holders Trustee and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and after such posting by the 17g-5 Information Provider, to the Rating Agencies and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 45 days and not more than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the obtain Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, Confirmation which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time time, upon 30 days’ written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Special ServicerBorrower), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Borrower, the Companion Loan Holders, the Rating Agencies (through the successor 17g-5 Information Provider’s Websitewebsite, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, applicable in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by posting written notice on the Certificate Administrator’s Website pursuant to Section 8.14(b) and giving written notice of resignation to the other such partyDepositor, the DepositorBorrower, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the Trustee), the TrusteeCompanion Loan Holders, the Companion Loan Holders Trustee and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and after such posting by the 17g-5 Information Provider, to the Rating Agency and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 45 days and not more than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the obtain Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, Confirmation which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time time, upon 30 days’ written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Special ServicerBorrower), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Borrower, the Companion Loan Holders, the Rating Agencies Agency (through the successor 17g-5 Information Provider’s Websitewebsite, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, applicable in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by posting written notice on the Certificate Administrator’s Website pursuant to Section 8.14(b) and giving written notice of resignation to the other such partyDepositor, the DepositorBorrower, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar Administrator (if other than the Trustee), the TrusteeSenior Pari Passu Companion Loan Holders, the Companion Loan Holders Trustee (if the Certificate Administrator) and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and after such posting by the 17g-5 Information Provider, to the Rating Agencies and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the obtain Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, Confirmation which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) upon 30 days’ written notice, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator upon at least 30 days’ written notice and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Special ServicerBorrower), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Borrower, the Senior Pari Passu Companion Loan Holders, the Rating Agencies (through the successor 17g-5 Information Provider’s Websitewebsite, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, applicable in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the (a) The Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special ServicerTrust Advisor, the Certificate Administratoreach holder of a B Note or Serviced Companion Loan, the Certificate Registrar (if other than the Trustee), the Trustee, the Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice whenProvider and, subject to Section 8.85.7, the Rating Agencies; provided that such resignation is to take effect, shall not be effective until its successor shall have accepted the appointment. The Trustee and (ii) only upon acceptance by a successor Trustee or the Certificate Administrator, as applicable, appointed by shall bear all costs associated with its respective resignation and the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6appointment of a successor trustee or certificate administrator, as applicable. Upon receipt of receiving such notice of resignation, the Depositor shall will promptly appoint a successor Trustee trustee or Certificate Administratorcertificate administrator, as applicablethe case may be, except in the appointment case of the initial Trustee, in which case both shall be so replaced but may be replaced under this paragraph sequentially, by written instrument, one copy of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation instrument shall be delivered to the resigning Trustee or Certificate AdministratorTrustee, and one copy to the successor Trustee or trustee and one copy to each of the Master Servicer, the Certificate AdministratorAdministrator and, as applicablesubject to Section 5.7, the Rating Agencies. If no successor Trustee trustee or Certificate Administrator certificate administrator shall have been so appointed appointed, as the case may be, and shall have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicablethe case may be, may petition any court of competent jurisdiction for the appointment of a successor Trustee trustee or Certificate Administratorcertificate administrator, as applicablethe case may be. It shall be a condition to the appointment of a successor trustee that such entity satisfies the eligibility requirements set forth in Section 7.5 and if, at and for so long as, the expense Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Trust. Exchange Act, such appointment shall have been consented to by the Depositor or the depositor under the Other Companion Loan Pooling and Servicing Agreement, as the case may be (which consent shall not be unreasonably withheld). (b) If at any time any of the following occur: (xi) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 7.5(a) and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer or the Special Servicer, as applicable; (yii) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Trustee or the Trust held by the Trustee is located solely because of the location of the Trustee in such state; provided, however, that, if the Trustee agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Trustee as such would result in a downgrade, qualification or withdrawal of the rating by the Rating Agencies of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor may remove such Trustee and appoint a successor trustee by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee and one copy to each of the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider and, subject to Section 5.7, the Rating Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear all such costs of transfer. Such succession shall take effect after a successor trustee has been appointed. If the Trust, or any Other Securitization that holds a Serviced Companion Loan, is subject to the reporting requirements of the Exchange Act, and the Trustee or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Trustee defaults on any of its obligations under Article XIII of this Agreement, and such default does not result from a default of any other party to this Agreement to deliver within the time frames required by Article XIII any reports or other information as set forth in such Article to the Trustee, the Trustee shall, if so requested by the Depositor, resign from its obligations hereunder within sixty (60) calendar days of such request and, if the Trustee fails to resign within such sixty (60) day period, the Depositor shall have the right to remove and replace the Trustee in accordance with the provisions set forth in this Section 7.6(b). (c) If at any time (i) the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 7.5(b) and shall fail to resign after written request therefor by the Depositor, (ii) the Certificate Administrator shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Certificate Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in any such case, the Depositor may remove the Trustee or which the Certificate AdministratorAdministrator is located solely because of the location of the Certificate Administrator in such state; provided, however, that, if the Certificate Administrator agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Certificate Administrator as such would result in a downgrade, qualification or withdrawal, as applicable, of the rating by any Rating Agency of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor or the Trustee shall send a written notice of termination to the Certificate Administrator and the 17g-5 Information Provider (which notice shall specify the reason for such termination) and remove such Certificate Administrator and the Depositor shall appoint a successor Trustee or Certificate Administrator, as applicable, Administrator by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate AdministratorAdministrator so removed, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, and one copy to each of the Trustee, the Master Servicer, the 17g-5 Information Provider and, subject to Section 5.7, the Rating Agencies. In all such cases, the Certificate Administrator shall bear all costs of transfer to a successor Certificate Administrator, such succession only to take effect after a successor Certificate Administrator has been appointed. If the Trust, or any Other Securitization that holds a Serviced Companion Loan, is subject to the reporting requirements of the Exchange Act, and the Certificate Administrator or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Certificate Administrator defaults on any of its obligations under Article XIII of this Agreement, and such default does not result from a default of any other party to this Agreement to deliver within the time frames required by Article XIII any reports or other information as applicable. set forth in such Article to the Certificate Administrator, the Certificate Administrator shall, if so requested by the Depositor, resign from its obligations hereunder within sixty (60) calendar days of such request and, if the Certificate Administrator fails to resign within such sixty (60) day period, the Depositor shall have the right to remove and replace the Certificate Administrator in accordance with the provisions set forth in this Section 7.6(c). (d) The Holders of Certificates evidencing, in the aggregate, evidencing not less than a majority of the Voting Rights of all the outstanding CertificatesCertificates may for cause upon thirty (30) days’ written notice to the Trustee or the Certificate Administrator, as the case may at any time be, and to the Depositor remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicablethe case may be, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorney-in-fact duly authorized, one complete set copy of which instrument or instruments shall be delivered to the Depositor (with a and one copy to the Servicer and the Special Servicer), one complete set to the Trustee or the Certificate Administrator, as applicablethe case may be, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) removed; and the Initial Purchasers by the Depositor shall thereupon use its best efforts to appoint a successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicablecase may be, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of accordance with this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses Section. (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)e) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator Administrator, as the case may be, and appointment of a successor trustee or certificate administrator pursuant to any of the provisions of this Section shall not become effective until upon acceptance of the appointment by the successor trustee or certificate administrator, as the case may be, as provided in Section 7.7. Upon any succession of the Trustee or the Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator, as applicablethe case may be, shall be entitled to the payment of compensation and reimbursement agreed to under this Agreement for services rendered and expenses incurred. The Trustee or the Certificate Administrator shall not be liable for any action or omission of any successor trustee or certificate administrator, as provided in Section 8.8the case may be.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of Either the Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator (as applicable), the Trustee (as applicable), the Operating Advisor, the Certificate Registrar (if other than the Trustee), the TrusteeHolders, the Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice whenand, subject to Section 8.811.13 of this Agreement, each Rating Agency. Upon such resignation is to take effectnotice of resignation, and (ii) only upon acceptance by the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the expense costs of the Trustassigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable, so appointed and a copy thereof shall be delivered to the Companion Loan Holders. No removal of In the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Whole Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable fees, costs, costs and expenses of each other party hereto and Advances (including interest thereon) to which it is entitled have been paid to each Rating Agency in connection with its termination or removal; provided that if the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with without cause by the Holders holders of Certificates evidencing, in the aggregate, evidencing aggregate Voting Rights of more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this immediately preceding paragraph, then such Holders holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee Trustee or certificate administrator, as applicableCertificate Administrator. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC18” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeTrust Certificateholders, the Uncertificated Interest Owners, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Depositor shall use reasonable efforts to appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Trust Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Trust Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights allocated to all of the outstanding Certificates, Trust Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Whole Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Trust Certificates evidencing more than 50% of the Voting Rights allocated to all of all the Trust Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Trust Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of BMO 2024-C10 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2024-C10, and the Uncertificated Interest Owners or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Trust Loan, and certify in writing that, as to each Trust Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Benchmark 2019-B9 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2019-B9” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of (a) Either the Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by giving written notice of resignation to the other such party, the Depositor, the Borrower, the Initial PurchasersPurchaser, the Servicer, the Special Servicer, the Trustee (if the resigning party is the Certificate Administrator), the Certificate Administrator (if the resigning party is the Trustee), the Certificate Registrar (if other than the TrusteeTrustee or the Certificate Administrator, as the case may be), the Trustee, the Companion Loan Holders and the 17g-5 Information Provider, Provider (who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and, and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 60 than, sixty (60) days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, effect and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. The Certificate Administrator shall post the written notice of resignation of the Trustee or the Certificate Administrator, as the case may be, on the Certificate Administrator’s Website pursuant to Section 8.14(b). Upon receipt of such notice of resignation, the Depositor shall (x) within thirty (30) days of such resignation promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the (y) obtain Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, Confirmation which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, as applicable, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at and such petition, as well as the costs of assigning the Mortgage Loan by reason of a change in Trustee, will be an expense of the Trust. . (b) If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six (6) months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or Certificate Administrator, as applicable, and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one (1) year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered delivered, not less than thirty (30) days prior to the effective date of such removal, to the Depositor (with a copy to the Servicer, the Special Servicer and the Special ServicerBorrower), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator Administrator, as applicable, and acceptance of appointment by the successor Trustee or Certificate Administrator Administrator, as applicable, shall be given to the Borrower, the Companion Loan Holders, the Rating Agencies (through the successor 17g-5 Information Provider’s Websitewebsite, as applicable) and the Initial Purchasers Purchaser by the successor Trustee or Certificate Administrator, as applicable. No Except in the case where the Trustee or the Certificate Administrator resigns or is removed pursuant to clauses (x), (y) or (z) of this paragraph, no removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or the Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or the Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of Either the Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator (as applicable), the Trustee (as applicable), the Operating Advisor, the Certificate Registrar (if other than the Trustee), the TrusteeHolders, the Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice whenand, subject to Section 8.811.13 of this Agreement, each Rating Agency. Upon such resignation is to take effectnotice of resignation, and (ii) only upon acceptance by the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the expense costs of the Trustassigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable, so appointed and a copy thereof shall be delivered to the Companion Loan Holders. No removal of In the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Whole Loan shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable fees, costs, costs and expenses of each other party hereto and Advances (including interest thereon) to which it is entitled have been paid to each Rating Agency in connection with its termination or removal; provided that if the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with without cause by the Holders holders of Certificates evidencing, in the aggregate, evidencing aggregate Voting Rights of more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this immediately preceding paragraph, then such Holders holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee Trustee or certificate administrator, as applicableCertificate Administrator. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its own expense, ensure that prior to consummation of such action or as part of its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC22” or in blank and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with a copy of such Note), and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Uncertificated VRR Interest Owners, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights allocated to all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combinations shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights allocated to all of all the Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Benchmark 2021-B27 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2021-B27, and the Uncertificated VRR Interest Owners or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Uncertificated VRR Interest Owner, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Depositor shall use reasonable efforts to appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights allocated to all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Whole Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights allocated to all of all the Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08 and (ii) the filing by or on behalf of the Trust of a Form 8-K with respect to such resignation, removal and/or appointment as contemplated by the fifth paragraph of Section 10.07. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of BMO 2023-C5 Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2023-C5, and the Uncertificated Interest Owners or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust (for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative).

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the (a) The Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special ServicerTrust Advisor, the Certificate Administrator, the Certificate Registrar (if other than the Trustee), the Trustee, the each holder of a B Note or Serviced Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, ; provided that such resignation is to take effect, shall not be effective until its successor shall have accepted the appointment. The Trustee and (ii) only upon acceptance by a successor Trustee or the Certificate Administrator, as applicable, appointed by shall bear all costs associated with its respective resignation and the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6appointment of a successor trustee or certificate administrator, as applicable. Upon receipt of receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee or certificate administrator, as the case may be, except in the case of the initial Trustee or and Certificate Administrator, as applicablein which case both shall be so replaced but may be replaced under this paragraph sequentially, the appointment by written instrument, one copy of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation instrument shall be delivered to the resigning Trustee or Certificate AdministratorTrustee, and one copy to the successor Trustee or trustee and one copy to each of the Master Servicer, the Certificate AdministratorAdministrator and, as applicablesubject to Section 5.7, the Rating Agencies. If no successor Trustee trustee or Certificate Administrator certificate administrator shall have been so appointed appointed, as the case may be, and shall have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicablethe case may be, may petition any court of competent jurisdiction for the appointment of a successor Trustee trustee or Certificate Administratorcertificate administrator, as applicablethe case may be. It shall be a condition to the appointment of a successor trustee or certificate administrator that such entity satisfies the eligibility requirements set forth in Section 7.5 and if, at and for so long as, the expense Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Trust. Exchange Act, such appointment shall have been consented to by the Depositor or the depositor under the Other Companion Loan Pooling and Servicing Agreement, as the case may be (which consent shall not be unreasonably withheld). (b) If at any time any of the following occur: (xi) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 7.5(a) and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer or the Special Servicer, as applicable; (yii) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Trustee or the Trust held by the Trustee is located solely because of the location of the Trustee in such state; provided, that, if the Trustee agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Trustee as such would result in a downgrade, qualification or withdrawal of the rating by the Rating Agencies of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor may remove such Trustee and appoint a successor trustee by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee and one copy to each of the Master Servicer, the Certificate Administrator and the 17g-5 Information Provider. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear all such costs of transfer. Such succession shall take effect after a successor trustee has been appointed. If the Trust, or any Other Securitization that holds a Serviced Companion Loan, is subject to the reporting requirements of the Exchange Act, and the Trustee or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Trustee fails to perform (subject to any applicable grace periods set forth therein) any of its obligations under Article XIII of this Agreement, and such failure to perform does not result from a failure to perform of any other party to this Agreement to deliver within the time frames required by Article XIII any reports or other information as set forth in such Article to the Trustee, the Trustee shall, if so requested by the Depositor, resign from its obligations hereunder within sixty (60) calendar days of such request and, if the Trustee fails to resign within such sixty (60) day period, the Depositor shall have the right to remove and replace the Trustee in accordance with the provisions set forth in this Section 7.6(b). (c) If at any time (i) the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 7.5(c) and shall fail to resign after written request therefor by the Depositor, (ii) the Certificate Administrator shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Certificate Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in any such case, the Depositor may remove the Trustee or which the Certificate AdministratorAdministrator is located solely because of the location of the Certificate Administrator in such state; provided, that, if the Certificate Administrator agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Certificate Administrator as such would result in a downgrade, qualification or withdrawal, as applicable, of the rating by any Rating Agency of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor or the Trustee shall send a written notice of termination to the Certificate Administrator and the 17g-5 Information Provider (which notice shall specify the reason for such termination) and remove such Certificate Administrator and the Depositor shall appoint a successor Trustee or Certificate Administrator, as applicable, Administrator by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate AdministratorAdministrator so removed, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, and one copy to each of the Trustee, the Master Servicer and the 17g-5 Information Provider. In all such cases, the Certificate Administrator shall bear all costs of transfer to a successor Certificate Administrator, such succession only to take effect after a successor Certificate Administrator has been appointed. If the Trust, or any Other Securitization that holds a Serviced Companion Loan, is subject to the reporting requirements of the Exchange Act, and the Certificate Administrator or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Certificate Administrator fails to perform (subject to any applicable grace periods set forth therein) any of its obligations under Article XIII of this Agreement, and such failure to perform does not result from a default of any other party to this Agreement to deliver within the time frames required by Article XIII any reports or other information as applicable. set forth in such Article to the Certificate Administrator, the Certificate Administrator shall, if so requested by the Depositor, resign from its obligations hereunder within sixty (60) calendar days of such request and, if the Certificate Administrator fails to resign within such sixty (60) day period, the Depositor shall have the right to remove and replace the Certificate Administrator in accordance with the provisions set forth in this Section 7.6(c). (d) The Holders of Certificates evidencing, in the aggregate, evidencing not less than a majority of the Voting Rights of all the outstanding CertificatesCertificates may for cause upon thirty (30) days’ written notice to the Trustee or the Certificate Administrator, as the case may at any time be, and to the Depositor remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicablethe case may be, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorney-in-fact duly authorized, one complete set copy of which instrument or instruments shall be delivered to the Depositor (with a and one copy to the Servicer and the Special Servicer), one complete set to the Trustee or the Certificate Administrator, as applicablethe case may be, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) removed; and the Initial Purchasers by the Depositor shall thereupon use its best efforts to appoint a successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicablecase may be, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of accordance with this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses Section. (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)e) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator Administrator, as the case may be, and appointment of a successor trustee or certificate administrator pursuant to any of the provisions of this Section shall not become effective until upon acceptance of the appointment by the successor trustee or certificate administrator, as the case may be, as provided in Section 7.7. Upon any succession of the Trustee or the Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator, as applicablethe case may be, shall be entitled to the payment of compensation and reimbursement agreed to under this Agreement for services rendered and expenses incurred. The Trustee or the Certificate Administrator shall not be liable for any action or omission of any successor trustee or certificate administrator, as provided the case may be. (f) Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor, or upon the removal of the Trustee, the outgoing Trustee at its own expense (without right of reimbursement therefor) shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor or at such later time as may be consented to by the Master Servicer and the Special Servicer, (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2012-C6, Commercial Mortgage Pass-Through Certificates, Series 2012-C6 or in Section 8.8blank (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with a copy of such Note), and (B) in the case of the other Mortgage Loan documents, are delivered or assigned as necessary to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. (g) Following the Closing Date, for so long as the Trust, and, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Certificate Administrator may not appoint any sub-servicer that is or could become a Reporting Servicer without the prior written consent of the Depositor or the depositor with respect to the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, as the case may be, which consent shall not be unreasonably withheld.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of Either the Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator (as applicable), the Trustee (as applicable), the Operating Advisor, the Certificate Registrar (if other than the Trustee), the TrusteeHolders, the Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)11.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the expense costs of the Trustassigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 11.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable, so appointed and a copy thereof shall be delivered to the Companion Loan Holders. No removal of In the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Whole Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable fees, costs, costs and expenses of each other party hereto and Advances (including interest thereon) to which it is entitled have been paid to each Rating Agency in connection with its termination or removal; provided that if the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with without cause by the Holders holders of Certificates evidencing, in the aggregate, evidencing aggregate Voting Rights of more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this immediately preceding paragraph, then such Holders holders will be required to pay all the reasonable costs and expenses (including, but not limited to, reasonable attorney’s fees and expenses) of the terminated party Trustee or Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee Trustee or certificate administrator, as applicableCertificate Administrator. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation, assignment, merger, consolidation, or transfer of the Trustee or its business to a successor or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its own expense, ensure that prior to consummation of such action or as part of its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note(s) for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of CSAIL 2015-C2 Commercial Mortgage Trust, Commercial Mortgage Pass-Through Certificates, Series 2015-C2” or in blank and further showing a complete, unbroken chain of endorsement from the originator (if such originator is not the applicable Mortgage Loan Seller) (or, alternatively, if the original executed Note(s) have been lost, a lost note affidavit and indemnity with a copy of such Note(s)), and (B) in the case of the other Mortgage Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Mortgage Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of Either the Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator (as applicable), the Trustee (as applicable), the Operating Advisor, the Certificate Registrar (if other than the Trustee), the Trustee, the Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice whenand, subject to Section 8.811.13 of this Agreement, each Rating Agency. Upon such resignation is to take effectnotice of resignation, and (ii) only upon acceptance by the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the expense costs of the Trustassigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable, so appointed. No removal of In the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable fees, costs, costs and expenses of each other party hereto and Advances (including interest thereon) to which it is entitled have been paid to each Rating Agency in connection with its termination or removal; provided that if the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with without cause by the Holders holders of Certificates evidencing, in the aggregate, evidencing aggregate Voting Rights of more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this immediately preceding paragraph, then such Holders holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee Trustee or certificate administrator, as applicableCertificate Administrator. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass Through Certificates, Series 2013-GCJ12” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by giving written notice of resignation to the other such party, the Depositor, the Initial PurchasersLoan Borrower, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the TrusteeCertificate Administrator), the Trustee, the Companion Loan Holders Holders, and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant subject to Section 8.14(b)10.16 and Section 10.17, the Rating Agencies and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 45 days or more than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or successor Certificate Administrator, as applicable, Administrator appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 120 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may at the expense of the Trust petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. Except as provided in the immediately preceding sentence, at the expense outgoing Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the Trustcosts of assigning the Loan by reason of change in Trustee). If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator upon 30 days’ written notice and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Special ServicerLoan Borrower), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed; provided that such Certificateholders shall pay all the reasonable costs and expenses of the Certificate Administrator or Trustee, as applicable, necessary to effect the transfer of the rights and obligations of the Certificate Administrator or Trustee, as applicable, to a successor. Notice Subject to Section 10.17, notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or the Certificate Administrator shall be given to the Companion Loan Holders and the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or the Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by posting written notice on the Certificate Administrator’s Website pursuant to Section 8.14(b) and giving written notice of resignation to the other such partyDepositor, the DepositorBorrower, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the Trustee), the TrusteeCompanion Loan Holders, the Companion Loan Holders Trustee and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and after such posting by the 17g-5 Information Provider, to the Rating Agency and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 45 days and not more than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the obtain Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, Confirmation which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time time, upon 30 days’ written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Special ServicerBorrower), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Borrower, the Companion Loan Holders, the Rating Agencies Agency (through the successor 17g-5 Information Provider’s Websitewebsite, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, applicable in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment by the date specified in such notice of resignation or removal, the resigning or removed Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Certificateholders, the Trustee, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)11.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the expense costs of the Trustassigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of the terminated party Mortgage Files) of the Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07), at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Trust 2014-GC25, Commercial Mortgage Pass Through Certificates, Series 2014-GC25” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event but prior to the occurrence and continuance of a Consultation Termination Event, after consultation with the Controlling Class Representative.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of Either the Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator (as applicable), the Trustee (as applicable), the Operating Advisor, the Certificate Registrar (if other than the Trustee), the TrusteeHolders, the Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice whenand, subject to Section 8.811.13 of this Agreement, each Rating Agency. Upon such resignation is to take effectnotice of resignation, and (ii) only upon acceptance by the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at the expense as applicable, will bear all reasonable costs and expenses of the Trusteach other party hereto and each Rating Agency in connection with its resignation. If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(ssuccessor Trustee or Certificate Administrator, as applicable, so appointed and a copy thereof shall be delivered to the Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Whole Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) so appointedaccrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). Notice The Trustee or the Certificate Administrator, as applicable, will bear all reasonable costs and expenses of any each other party hereto and each Rating Agency in connection with its termination or removal. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall, at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass Through Certificates, Series 2012-GCJ7” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative and the Operating Advisor.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the (a) The Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special ServicerTrust Advisor, the Certificate Administratoreach holder of a B Note or Serviced Companion Loan, the Certificate Registrar (if other than the Trustee), the Trustee, the Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice whenProvider and, subject to Section 8.85.7, the Rating Agencies; provided that such resignation is to take effect, shall not be effective until its successor shall have accepted the appointment. The Trustee and (ii) only upon acceptance by a successor Trustee or the Certificate Administrator, as applicable, appointed by shall bear all costs associated with its respective resignation and the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6appointment of a successor trustee or certificate administrator, as applicable. Upon receipt of receiving such notice of resignation, the Depositor shall will promptly appoint a successor Trustee trustee or Certificate Administratorcertificate administrator, as applicablethe case may be, except in the appointment case of the initial Trustee, in which case both shall be so replaced but may be replaced under this paragraph sequentially, by written instrument, one copy of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation instrument shall be delivered to the resigning Trustee or Certificate AdministratorTrustee, and one copy to the successor Trustee or trustee and one copy to each of the Master Servicer, the Certificate AdministratorAdministrator and, as applicablesubject to Section 5.7, the Rating Agencies. If no successor Trustee trustee or Certificate Administrator certificate administrator shall have been so appointed appointed, as the case may be, and shall have accepted appointment within 30 thirty (30) days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicablethe case may be, may petition any court of competent jurisdiction for the appointment of a successor Trustee trustee or Certificate Administratorcertificate administrator, as applicablethe case may be. It shall be a condition to the appointment of a successor trustee that such entity satisfies the eligibility requirements set forth in Section 7.5 and if, at and for so long as, the expense Trust or, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Trust. Exchange Act, such appointment shall have been consented to by the Depositor or the depositor under the Other Companion Loan Pooling and Servicing Agreement, as the case may be (which consent shall not be unreasonably withheld). (b) If at any time any of the following occur: (xi) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 7.5 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer or the Special Servicer, as applicable; (yii) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Trustee or the Trust held by the Trustee is located solely because of the location of the Trustee in such state; provided, however, that, if the Trustee agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Trustee as such would result in a downgrade, qualification or withdrawal of the rating by the Rating Agencies of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor may remove such Trustee and appoint a successor trustee by written instrument, one copy of which instrument shall be delivered to the Trustee so removed, one copy to the successor trustee and one copy to each of the Master Servicer, the Certificate Administrator, the 17g-5 Information Provider and, subject to Section 5.7, the Rating Agencies. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Trustee shall bear all such costs of transfer. Such succession shall take effect after a successor trustee has been appointed. (c) If at any time (i) the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 7.5(b) and shall fail to resign after written request therefor by the Depositor, (ii) the Certificate Administrator shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Certificate Administrator or of its property shall be appointed, or any public officer shall take charge or control of the Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in any such case, the Depositor may remove the Trustee or which the Certificate AdministratorAdministrator is located solely because of the location of the Certificate Administrator in such state; provided, however, that, if the Certificate Administrator agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Certificate Administrator as such would result in a downgrade, qualification or withdrawal, as applicable, of the rating by any Rating Agency of any Class of Certificates with a rating as evidenced in writing by the Rating Agencies, then the Depositor or the Trustee shall send a written notice of termination to the Certificate Administrator and the 17g-5 Information Provider (which notice shall specify the reason for such termination) and remove such Certificate Administrator and the Depositor shall appoint a successor Trustee or Certificate Administrator, as applicable, Administrator by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate AdministratorAdministrator so removed, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicableand one copy to each of the Trustee, the Master Servicer, the 17g-5 Information Provider and, subject to Section 5.7, the Rating Agencies. In all such cases, the Certificate Administrator shall bear all costs of transfer to a successor Certificate Administrator, such succession only to take effect after a successor Certificate Administrator has been appointed. (d) The Holders of Certificates evidencing, in the aggregate, evidencing not less than a majority of the Voting Rights of all the outstanding CertificatesCertificates may for cause upon thirty (30) days’ written notice to the Trustee or the Certificate Administrator, as the case may at any time be, and to the Depositor remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicablethe case may be, by such written instrument or instruments, in triplicateinstrument, signed by such Holders or their attorney-in-fact duly authorized, one complete set copy of which instrument or instruments shall be delivered to the Depositor (with a and one copy to the Servicer and the Special Servicer), one complete set to the Trustee or the Certificate Administrator, as applicablethe case may be, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) removed; and the Initial Purchasers by the Depositor shall thereupon use its best efforts to appoint a successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicablecase may be, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of accordance with this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses Section. (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)e) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator Administrator, as the case may be, and appointment of a successor trustee or certificate administrator pursuant to any of the provisions of this Section shall not become effective until upon acceptance of the appointment by the successor trustee or certificate administrator, as the case may be, as provided in Section 7.7. Upon any succession of the Trustee or the Certificate Administrator under this Agreement, the predecessor Trustee or Certificate Administrator, as applicablethe case may be, shall be entitled to the payment of compensation and reimbursement agreed to under this Agreement for services rendered and expenses incurred. The Trustee or the Certificate Administrator shall not be liable for any action or omission of any successor trustee or certificate administrator, as provided in Section 8.8the case may be. (f) Following the Closing Date, for so long as the Trust, and, with respect to any Serviced Companion Loan, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements of the Exchange Act, the Certificate Administrator may not appoint any sub-servicer that is or could become a Reporting Servicer without the prior written consent of the Depositor or the depositor with respect to the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, as the case may be, which consent shall not be unreasonably withheld.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by posting written notice on the Certificate Administrator’s Website pursuant to Section 8.14(b) and giving written notice of resignation to the other such partyDepositor, the DepositorBorrower, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar Administrator (if other than the Trustee), the TrusteeSenior Pari Passu Companion Loan Holders, the Companion Loan Holders Trustee (if the Certificate Administrator) and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and after such posting by the 17g-5 Information Provider, to the Rating Agencies and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the obtain Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, Confirmation which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) upon 30 days’ written notice, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator upon at least 30 days’ written notice and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Special ServicerBorrower), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Borrower, the Senior Pari Passu Companion Loan Holders, the Rating Agencies (through the successor 17g-5 Information Provider’s Websitewebsite, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, applicable in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of Either the Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator (as applicable), the Trustee (as applicable), the Operating Advisor, the Certificate Registrar (if other than the Trustee), the Trustee, the Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice whenand, subject to Section 8.811.13 of this Agreement, each Rating Agency. Upon such resignation is to take effectnotice of resignation, and (ii) only upon acceptance by the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at the expense as applicable, will bear all reasonable costs and expenses of the Trusteach other party hereto and each Rating Agency in connection with its resignation. If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable, so appointed. No removal of In the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable fees, costs, costs and expenses of each other party hereto and Advances (including interest thereon) to which it is entitled have been paid to each Rating Agency in connection with its termination or removal; provided that if the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with without cause by the Holders holders of Certificates evidencing, in the aggregate, evidencing aggregate Voting Rights of more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this immediately preceding paragraph, then such Holders holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee Trustee or certificate administrator, as applicableCertificate Administrator. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass Through Certificates, Series 2012-GCJ9” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative and the Operating Advisor.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of Either the Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator (as applicable), the Trustee (as applicable), the Operating Advisor, the Certificate Registrar (if other than the Trustee), the TrusteeHolders, the Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice 11.13 of resignation by first class mail, postage prepaidthis Agreement, to the Trust Interest Owners at their addresses appearing on Rule 17g-5 Information Provider. Upon such notice of resignation, the Master Servicer shall promptly appoint a successor Trustee or the Certificate RegisterAdministrator, not less than 60 days before as applicable, with respect to which the date specified in such notice when, subject Rating Agencies have provided a Rating Agency Confirmation to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor the resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at the expense as applicable, will bear all reasonable costs and expenses of the Trusteach other party hereto and each Rating Agency in connection with its resignation. If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, at the expense of such Holders, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Whole Loans shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable costs and expenses (including those incurred by the of its successor, each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the preceding paragraph, then such Holders will be required to shall pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the its rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicableits successor. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall, at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of Citigroup Commercial Mortgage Securities Inc., Commercial Mortgage Pass Through Certificates, Series 2012-GC8” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative and the Operating Advisor.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorOperating Advisor, the Certificate Registrar (if other than the Trustee)Asset Representations Reviewer, the TrusteeCertificateholders, the Serviced Companion Loan Holders and and, for posting to the 17g-5 Information Provider, who shall post such notice on the Rule 17g-5 Information Provider’s Website pursuant to Section 8.14(b)12.13 of this Agreement, and by mailing the Rule 17g-5 Information Provider. Upon such notice of resignation by first class mailresignation, postage prepaidthe Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such petition will be an expense of the TrustTrust Fund. Except as set forth in the immediately preceding sentence, the Trustee or the Certificate Administrator, as applicable, shall bear all reasonable out-of-pocket costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the costs of assigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator is required to resign in accordance with the provisions of Section 3.34 and shall fail to resign after written request therefor by the Depositor or Master Servicer, or shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time time, with prior written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator , so appointed, and a copy thereof shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid delivered to the Trustee or Certificate Administrator, as applicable, in full; provided that, if Serviced Companion Loan Holders. In the event that the Trustee or the Certificate Administrator is terminated by the Depositor or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the first sentence Mortgage Loans or Serviced Loan Combination shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this paragraphAgreement, with respect to periods prior to the date of such termination or if removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator is terminated with cause by Administrator, as applicable). The Trustee or the Holders of Certificates evidencingCertificate Administrator, in the aggregateas applicable, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay will bear all reasonable out-of-pocket costs and expenses (including those incurred by the of each other parties party hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee each Rating Agency in connection with its termination or certificate administrator, as applicableremoval; and provided, further, provided that if the Trustee or the Certificate Administrator Administrator, as applicable, is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or the Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations (including, if applicable, custody of any Mortgage Files in its possession) of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or the Certificate Administrator shall not become effective until acceptance and appointment of the appointment by the a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until (i) acceptance of appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.8.in

Resignation and Removal of the Trustee or the Certificate Administrator. Each of Either the Trustee and or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation thereof to the other such party, the Depositor, the Initial Purchasers, the Master Servicer, the Special Servicer, the Certificate AdministratorAdministrator (as applicable), the Trustee (as applicable), the Operating Advisor, the Certificate Registrar (if other than the Trustee), the TrusteeHolders, the Companion Loan Holders and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice whenand, subject to Section 8.811.13 of this Agreement, each Rating Agency. Upon such resignation is to take effectnotice of resignation, and (ii) only upon acceptance by the Master Servicer shall promptly appoint a successor Trustee or the Certificate Administrator, as applicable, with respect to which the Rating Agencies have provided a Rating Agency Confirmation to the resigning Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator Administrator, as applicable, shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable. The Trustee or the Certificate Administrator, at as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its resignation (including, but not limited to, the expense costs of the Trustassigning Mortgage Loans by reason of change in Trustee). If at any time any of the following occur: (x) either the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 8.06 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation therefor by the Depositor, the Servicer Depositor or the Special Master Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time either the Trustee or the Certificate Administrator shall become incapable of actionacting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator Administrator, as applicable, or of either of their its property shall be appointed, or any public officer shall take charge or control of the Trustee or the Certificate Administrator Administrator, as applicable, or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and promptly appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. The Holders of Certificates evidencing, in the aggregate, not less entitled to more than a majority 50% of the Voting Rights of all of the outstanding Certificates, Certificates may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or the Certificate Administrator, as applicable, by written instrument or instruments, in triplicatefive originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy Depositor, one complete set to the Servicer and Master Servicer, one complete set to the Special ServicerTrustee (in connection with the removal of the Certificate Administrator), one complete set to the Certificate Administrator (in connection with the removal of the Trustee), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable, so appointed and a copy thereof shall be delivered to the Companion Loan Holders. No removal of In the event that the Trustee or the Certificate Administrator is terminated or removed pursuant to this Section 8.07, all of its rights and obligations under this Agreement and in and to the Mortgage Loans or Serviced Whole Loan shall be terminated, other than any rights or obligations that accrued prior to the date of such termination or removal (including the right to receive all fees, expenses and other amounts (including Advances and any accrued interest thereon) accrued or owing to it under this Agreement, with respect to periods prior to the date of such termination or removal, and no termination without cause shall be effective until the payment of such amounts to the Trustee or the Certificate Administrator, as applicable). The Trustee or the Certificate Administrator, as applicable, will bear all reasonable fees, costs, costs and expenses of each other party hereto and Advances (including interest thereon) to which it is entitled have been paid to each Rating Agency in connection with its termination or removal; provided that if the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with without cause by the Holders holders of Certificates evidencing, in the aggregate, evidencing aggregate Voting Rights of more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this immediately preceding paragraph, then such Holders holders will be required to pay all the reasonable costs and expenses of the terminated party Trustee or Certificate Administrator, as applicable, necessary to effect the transfer of the rights and obligations of the terminated party Trustee or Certificate Administrator, as applicable, to a successor trustee Trustee or certificate administrator, as applicableCertificate Administrator. Any resignation or removal of the Trustee or the Certificate Administrator and appointment of a successor Trustee or Certificate Administrator, as applicable, pursuant to any of the provisions of this Section 8.07 shall not become effective until acceptance of the appointment by the successor Trustee or successor Certificate Administrator, as applicable, as provided in Section 8.88.08. Upon the resignation or upon the termination of the Trustee, the outgoing Trustee shall (subject to the terms of the third paragraph of this Section 8.07) at its own expense, ensure that prior to its transfer of duties to any successor (to the extent such Loan Document was assigned or endorsed to the Trustee), (A) the original executed Note for each Mortgage Loan, is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor, as trustee for the registered holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 2014-GC20” or in blank, and (B) in the case of the other Loan Documents, are assigned (and, other than in connection with the removal of the Trustee without cause, recorded as appropriate) to such successor, and such successor shall review the documents delivered to it or the Custodian with respect to each Mortgage Loan, and certify in writing that, as to each Mortgage Loan then subject to this Agreement, such endorsement and assignment has been made. The outgoing Trustee shall provide copies of the documentation provided for in items (A) and (B) above to the Master Servicer, in each case to the extent such copies are not already in the Master Servicer’s possession. If the Trustee is removed without cause, the Loan Documents identified in clause (B) of the preceding sentence shall, if appropriate, be recorded by the successor trustee if so required by the Master Servicer or the Special Servicer and at the expense of the Trust for so long as no Control Termination Event is continuing, with the consent of the Controlling Class Representative, and during the continuance of a Control Termination Event, after consultation with the Controlling Class Representative.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created (i) by giving written notice of resignation to the other such party, the Depositor, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the Trustee), the Trustee, the Companion Loan Holders Holder(s) and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b), and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency Agencies of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the each Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 90 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator materially defaults in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidation, then in any such case, the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and the Special Servicer), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Rating Agencies (through the successor 17g-5 Information Provider’s Website, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by giving written notice of resignation to the other such party, the Depositor, the Initial PurchasersLoan Borrower, the Servicer, the Special Servicer, the Certificate Administrator, the Operating Advisor, the Certificate Registrar (if other than the TrusteeCertificate Administrator), the Trustee, the Companion Loan Holders and subject to Section 10.16 and Section 10.17, and the 17g-5 Information Provider, Provider (who shall promptly post such written notice on to the 17g-5 Information Provider’s Website Website, pursuant to Section 8.14(b), 10.16) and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or successor Certificate Administrator, as applicable, Administrator appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the and such expense of the Trustshall be a Trust Fund Expense. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time upon thirty (30) days’ notice to the Trustee or the Certificate Administrator, as applicable, remove the Trustee or the Certificate Administrator Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Special ServicerLoan Borrower), one complete set to the Operating Advisor, one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed; provided that such Certificateholders shall pay all the reasonable costs and expenses of the Certificate Administrator or Trustee, as applicable, necessary to effect the transfer of the rights and obligations of the Certificate Administrator or Trustee, as applicable, to a successor. Notice Subject to Section 10.17, notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or the Certificate Administrator shall be given to the Rating Agencies Companion Loan Holders and the 17g-5 Information Provider (through who shall promptly post such written notice to the successor 17g-5 Information Provider’s Website, as applicablepursuant to Section 10.16) and the Initial Purchasers by the successor Trustee or the Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8.

Resignation and Removal of the Trustee or the Certificate Administrator. Each of the Trustee and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by (i) by posting written notice on the Certificate Administrator’s Website pursuant to Section 8.14(b) and giving written notice of resignation to the other such partyDepositor, the DepositorBorrower, the Initial Purchasers, the Servicer, the Special Servicer, the Certificate Administrator, the Certificate Registrar (if other than the Trustee), the TrusteeCompanion Loan Holders, the Companion Loan Holders Trustee and the 17g-5 Information Provider, who shall post such notice on the 17g-5 Information Provider’s Website pursuant to Section 8.14(b)) and after such posting by the 17g-5 Information Provider, to the Rating Agencies and by mailing notice of resignation by first class mail, postage prepaid, to the Trust Interest Owners Certificateholders at their addresses appearing on the Certificate Register, not less than 45 days and not more than 60 days before the date specified in such notice when, subject to Section 8.8, such resignation is to take effect, and (ii) only upon acceptance by a successor Trustee or Certificate Administrator, as applicable, appointed by the Depositor in accordance with Section 8.8 meeting the qualifications set forth in Section 8.6. Upon receipt of such notice of resignation, the Depositor shall promptly appoint a successor Trustee or Certificate Administrator, as applicable, the appointment of which would not, in and of itself, result in a downgrade, qualification or withdrawal by the obtain Rating Agency of the then-current ratings assigned to the Certificates, as evidenced by a written confirmation from the Rating Agency, in triplicate, Confirmation which written confirmation shall be delivered to the resigning Trustee or Certificate Administrator, and to the successor Trustee or Certificate Administrator, as applicable. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment within 30 days after the giving of such notice of resignation, the resigning Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust. If at any time any of the following occur: (x) the Trustee or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 8.6 and shall fail to resign after written request for the Trustee’s or the Certificate Administrator’s resignation by the Depositor, the Servicer or the Special Servicer, as applicable; (y) the Trustee or the Certificate Administrator shall materially defaults default in the performance of its obligations under this Agreement; or (z) if at any time the Trustee or the Certificate Administrator shall become incapable of action, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or the Certificate Administrator or of either of their property shall be appointed, or any public officer shall take charge or control of the Trustee or Certificate Administrator or of its property or affairs for the purpose of rehabilitation, conservation or liquidationliquidation then, then in any such case, (1) the Depositor may remove the Trustee or the Certificate Administrator, as applicable, and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument, in duplicate, executed by an authorized officer of the Depositor, one copy of which instrument shall be delivered to the Trustee or the Certificate Administrator, as applicable, so removed and one copy to the successor Trustee or Certificate Administrator, as applicable, or (2) any Certificateholder who has been a bona fide Certificateholder for at least six months may, on behalf of himself and all others similarly situated, petition any court of competent jurisdiction for the removal of the Trustee or the Certificate Administrator and the appointment of a successor Trustee or Certificate Administrator, as applicable. Such court may thereupon, after such notice, if any, as it may deem proper and prescribe, remove the Trustee or Certificate Administrator, as applicable, which removal and appointment shall become effective upon acceptance of appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. The successor Trustee or Certificate Administrator, as applicable, so appointed by such court shall immediately and without further act be superseded by any successor Trustee or Certificate Administrator, as applicable, appointed by the Certificateholders as provided below within one year from the date of appointment by such court. Holders of Certificates evidencing, in the aggregate, not less than a majority of the Voting Rights of the outstanding Certificates, may at any time time, upon 30 days’ written notice, remove the Trustee or the Certificate Administrator and appoint a successor Trustee or Certificate Administrator, as applicable, by written instrument or instruments, in triplicate, signed by such Holders or their attorney-in-fact duly authorized, one complete set of which instrument or instruments shall be delivered to the Depositor (with a copy to the Servicer and Special Servicer and the Special ServicerBorrower), one complete set to the Trustee or the Certificate Administrator, as applicable, so removed and one complete set to the successor(s) so appointed. Notice of any removal of the Trustee or the Certificate Administrator and acceptance of appointment by the successor Trustee or Certificate Administrator shall be given to the Borrower, the Companion Loan Holders, the Rating Agencies (through the successor 17g-5 Information Provider’s Websitewebsite, as applicable) and the Initial Purchasers by the successor Trustee or Certificate Administrator, as applicable. No removal of the Trustee or the Certificate Administrator shall be effective until all reasonable fees, costs, expenses and Advances (including interest thereon) to which it is entitled have been paid to the Trustee or Certificate Administrator, as applicable, applicable in full; provided that, if the Trustee or the Certificate Administrator is terminated by the Depositor pursuant to the first sentence of this paragraph, or if the Trustee or the Certificate Administrator is terminated with cause by the Holders of Certificates evidencing, in the aggregate, more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then the terminated party shall be required to pay all reasonable costs and expenses (including those incurred by the other parties hereto (including, without limitation, the reasonable fees of counsel)) to transfer the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable; and provided, further, that if the Trustee or the Certificate Administrator is terminated without cause by the Holders of Certificates evidencing more than 50% of the Voting Rights of all Certificates as provided above in this paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the terminated party necessary to effect the transfer of the rights and obligations of the terminated party to a successor trustee or certificate administrator, as applicable. Any resignation or removal of the Trustee or Certificate Administrator shall not become effective until acceptance of the appointment by the successor Trustee or Certificate Administrator, as applicable, as provided in Section 8.8. If no successor Trustee or Certificate Administrator shall have been so appointed and shall have accepted appointment by the date specified in such notice of resignation or removal, the resigning or removed Trustee or Certificate Administrator, as applicable, may petition any court of competent jurisdiction for the appointment of a successor Trustee or Certificate Administrator, as applicable, at the expense of the Trust.