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

Resignation and Removal of the Trustee, the Custodian or the Certificate Administrator. (a) The Trustee, the Custodian or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Trust Advisor, each holder of a B Note or Serviced Companion Loan and the 17g-5 Information Provider; provided that such resignation shall not be effective until its successor shall have accepted the appointment. The Trustee, the Custodian and the Certificate Administrator, as applicable, shall bear all costs associated with its respective resignation and the appointment of a successor trustee, custodian or certificate administrator, as applicable. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, custodian or certificate administrator, as the case may be, except in the case of the initial Trustee and Certificate Administrator, in which case both shall be so replaced but may be replaced under this paragraph sequentially, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to each of the Master Servicer, the Custodian, the Certificate Administrator and, subject to Section 5.7, the Rating Agencies. If no successor trustee, custodian or certificate administrator shall have been so appointed, as the case may be, and shall have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Custodian or Certificate Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, custodian or certificate administrator, as the case may be. It shall be a condition to the appointment of a successor trustee, custodian or certificate administrator that such entity satisfies the eligibility requirements set forth in Section 7.5 and if, and for so long as, the 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 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 (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.5(a) and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of 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 Special Servicer, the Custodian, 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 Custodian 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 Custodian shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Custodian or of its property shall be appointed, or any public officer shall take charge or control of the Custodian 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 Custodian or the Trust is located solely because of the location of the Custodian in such state; provided, that, if the Custodian agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Custodian 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 Custodian and appoint a successor custodian by written instrument, one copy of which instrument shall be delivered to the Custodian so removed, one copy to the successor custodian and one copy to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the 17g-5 Information Provider. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Custodian shall bear all such costs of transfer. Such succession shall take effect after a successor custodian 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 Custodian or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Custodian fails to perform (subject to any applicable grace periods set forth therein) any of its obligations under Article XIII of this Agreement, and such default 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 Custodian, the Custodian shall, if so requested by the Depositor, resign from its obligations hereunder within sixty (60) calendar days of such request and, if the Custodian fails to resign within such sixty (60) day period, the Depositor shall have the right to remove and replace the Custodian in accordance with the provisions set forth in this Section 7.6(c). (d) 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, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Certificate Administrator or the Trust 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 Certificate Administrator by written instrument, one copy of which instrument shall be delivered to the Certificate Administrator so removed, one copy to the successor Certificate Administrator, and one copy to each of the Trustee, the Master Servicer, the Special 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 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(d). (e) The Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates may for cause upon thirty (30) days’ written notice to the Trustee, the Custodian or the Certificate Administrator, as the case may be, and to the Depositor, the Master Servicer and the Special Servicer, remove the Trustee, the Custodian or the Certificate Administrator, as the case may be, by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor and one copy to the Trustee, the Custodian or the Certificate Administrator, as the case may be, so removed; and the Depositor shall thereupon use its best efforts to appoint a successor Trustee, the Custodian or Certificate Administrator, as the case may be, in accordance with this Section.

Resignation and Removal of the Trustee, the Custodian or the Certificate Administrator. (a) The Each of the Trustee, the Custodian or and the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Trust Special Servicer, the Operating Advisor, each holder of a B Note or the Certificateholders, the Serviced Companion Loan and Holders and, for posting to the Rule 17g-5 Information Provider; provided that ’s Website pursuant to Section 11.13 of this Agreement, the Rule 17g-5 Information Provider. Upon such resignation notice of resignation, the Master Servicer shall not be effective until its promptly appoint a successor shall have accepted the appointment. The Trustee, the Custodian and or the Certificate Administrator, as applicable, shall bear all costs associated with its respective resignation and respect to which the appointment of Rating Agencies have provided a successor trustee, custodian or certificate administrator, as applicable. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, custodian or certificate administrator, as the case may be, except in the case of the initial Trustee and Certificate Administrator, in which case both shall be so replaced but may be replaced under this paragraph sequentially, by written instrument, one copy of which instrument shall be delivered Rating Agency Confirmation to the resigning Trustee, one copy to Custodian or Certificate Administrator, as applicable, and the successor trustee and one copy to each of the Master ServicerTrustee, the CustodianCustodian or Certificate Administrator, the Certificate Administrator and, subject to Section 5.7, the Rating Agenciesas applicable. If no successor trusteeTrustee, custodian the Custodian or certificate administrator Certificate Administrator, as applicable, shall have been so appointed, as the case may be, appointed and shall have accepted appointment within thirty (30) 30 days after the giving of such notice of resignation, the resigning Trustee, Custodian or Certificate Administrator, as the case may beapplicable, may petition any court of competent jurisdiction for the appointment of a successor trusteeTrustee, custodian Custodian or certificate administratorCertificate Administrator, as the case may beapplicable. It shall be a condition to the appointment of a successor trustee, custodian or certificate administrator that such entity satisfies the eligibility requirements set forth in Section 7.5 and if, and for so long asThe Trustee, the Trust orCustodian or the Certificate Administrator, as applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with respect to any Serviced Companion Loanits resignation (including, but not limited to, the trust created pursuant to an Other Companion Loan Pooling and Servicing Agreement, are subject to the reporting requirements costs of the Exchange Act, such appointment shall have been consented to assigning Mortgage Loans 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 withheldreason of change in Trustee). (b) . If at any time (i) either the Trustee Trustee, the Custodian or the Certificate Administrator shall cease to be eligible in accordance with the provisions of Section 7.5(a) 8.06 or Section 5.10, as applicable, and shall fail to resign after written request therefor by the DepositorDepositor or Master Servicer, (ii) or if at any time either the Trustee Trustee, the Custodian or the Certificate Administrator shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee Trustee, the Custodian or the Certificate Administrator, as applicable, or of its property shall be appointed, or any public officer shall take charge or control of the Trustee Trustee, the Custodian or the Certificate Administrator, as applicable, 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 the Trustee, the Custodian or the Certificate Administrator, as applicable, and promptly appoint a successor trustee Trustee, the Custodian or the Certificate Administrator, as applicable, 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 Special Servicer, the Custodian, 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 Custodian 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 Custodian shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Custodian or of its property shall be appointed, or any public officer shall take charge or control of the Custodian 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 Custodian or the Trust is located solely because of the location of the Custodian in such state; provided, that, if the Custodian agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Custodian 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 Custodian and appoint a successor custodian by written instrument, one copy of which instrument shall be delivered to the Custodian so removed, one copy to the successor custodian and one copy to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the 17g-5 Information Provider. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Custodian shall bear all such costs of transfer. Such succession shall take effect after a successor custodian 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 Custodian or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Custodian fails to perform (subject to any applicable grace periods set forth therein) any of its obligations under Article XIII of this Agreement, and such default 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 Custodian, the Custodian shall, if so requested by the Depositor, resign from its obligations hereunder within sixty (60) calendar days of such request and, if the Custodian fails to resign within such sixty (60) day period, the Depositor shall have the right to remove and replace the Custodian in accordance with the provisions set forth in this Section 7.6(c). (d) 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, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Certificate Administrator or the Trust 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 Certificate Administrator by written instrument, one copy of which instrument shall be delivered to the Certificate Administrator so removed, one copy to the successor Certificate Administrator, and one copy to each of the Trustee, the Master Servicer, the Special 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 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(d). (e) The Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates may for cause upon thirty (30) days’ written notice to the Trustee, the Custodian or the Certificate Administrator, as the case may beapplicable, so removed and to the Depositorsuccessor Trustee, Custodian or Certificate Administrator, as applicable. The Holders of Certificates entitled to more than 50% of the Master Servicer and Voting Rights of all of the Special Servicer, Certificates may at any time remove the Trustee, the Custodian or the Certificate Administrator and appoint a successor Trustee, Custodian or the Certificate Administrator, as the case may beapplicable, by such written instrumentinstrument or instruments, in five originals, signed by such Holders or their attorneyattorneys-in-fact duly authorized, one copy complete set of which instrument instruments shall be delivered to the Depositor Depositor, one complete set to the Master Servicer, one complete set to the Trustee (in connection with the removal of the Certificate Administrator or the Custodian), one complete set to the Certificate Administrator (in connection with the removal of the Trustee or the Custodian), one complete set to the Custodian (in connection with the removal of the Trustee or the Certificate Administrator), one complete set to the Trustee, Custodian or Certificate Administrator, as applicable, so removed and one complete set to the successor Trustee, Custodian or Certificate Administrator, as applicable, so appointed, and a copy thereof shall be delivered to the Serviced Companion Loan Holders. In the event that the Trustee, the Custodian 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 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 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, the Custodian or the Certificate Administrator, as applicable). The Trustee, the case may beCustodian or the Certificate Administrator, so removedas applicable, will bear all reasonable costs and expenses of each other party hereto and each Rating Agency in connection with its termination or removal; provided that if the Trustee, the Custodian or the Certificate 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 in the immediately preceding paragraph, then such Holders will be required to pay all the reasonable costs and expenses of the Depositor shall thereupon use Trustee, the Custodian 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 best efforts to appoint a successor possession) of the Trustee, the Custodian or Certificate Administrator, as applicable, to a successor trustee or certificate administrator. Any resignation or removal of the Trustee, the Custodian or the Certificate Administrator and appointment of a successor Trustee, Custodian 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, Custodian or successor Certificate Administrator, as applicable, as provided in Section 8.08. 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-P1, Commercial Mortgage Pass Through Certificates, Series 2015-P1” or in blank, and (B) in the case may beof 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 accordance 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 this Sectionthe 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, the Custodian or the Certificate Administrator. (a) The Trustee, the Custodian or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Trust Advisor, each holder of a B Note or Serviced Companion Loan and the 17g-5 Information Provider; provided that such resignation shall not be effective until its successor shall have accepted the appointment. The Trustee, the Custodian and the Certificate Administrator, as applicable, shall bear all costs associated with its respective resignation and the appointment of a successor trustee, custodian or certificate administrator, as applicable. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, custodian or certificate administrator, as the case may be, except in the case of the initial Trustee and Certificate Administrator, in which case both shall be so replaced but may be replaced under this paragraph sequentially, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to each of the Master Servicer, the Custodian, the Certificate Administrator and, subject to Section 5.7, the Rating Agencies. If no successor trustee, custodian or certificate administrator shall have been so appointed, as the case may be, and shall have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Custodian or Certificate Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, custodian or certificate administrator, as the case may be. It shall be a condition to the appointment of a successor trustee, custodian or certificate administrator that such entity satisfies the eligibility requirements set forth in Section 7.5 and if, and for so long as, the 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 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 (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.5(a) and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of 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, 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 Special Servicer, the Custodian, 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 Custodian 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 Custodian shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Custodian or of its property shall be appointed, or any public officer shall take charge or control of the Custodian 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 Custodian or the Trust is located solely because of the location of the Custodian in such state; provided, that, provided that if the Custodian agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Custodian 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 Custodian and appoint a successor custodian by written instrument, one copy of which instrument shall be delivered to the Custodian so removed, one copy to the successor custodian and one copy to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the 17g-5 Information Provider. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Custodian shall bear all such costs of transfer. Such succession shall take effect after a successor custodian 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 Custodian or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Custodian fails to perform (subject to any applicable grace periods set forth therein) any of its obligations under Article XIII of this Agreement, and such default 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 Custodian, the Custodian shall, if so requested by the Depositor, resign from its obligations hereunder within sixty (60) calendar days of such request and, if the Custodian fails to resign within such sixty (60) day period, the Depositor shall have the right to remove and replace the Custodian in accordance with the provisions set forth in this Section 7.6(c). (d) 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, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Certificate Administrator or the Trust is located solely because of the location of the Certificate Administrator in such state; provided, that, 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 Certificate Administrator by written instrument, one copy of which instrument shall be delivered to the Certificate Administrator so removed, one copy to the successor Certificate Administrator, and one copy to each of the Trustee, the Master Servicer, the Special 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 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(d). (e) The Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates may for cause upon thirty (30) days’ written notice to the Trustee, the Custodian or the Certificate Administrator, as the case may be, and to the Depositor, the Master Servicer and the Special Servicer, remove the Trustee, the Custodian or the Certificate Administrator, as the case may be, by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor and one copy to the Trustee, the Custodian or the Certificate Administrator, as the case may be, so removed; and the Depositor shall thereupon use its best efforts to appoint a successor Trustee, the Custodian or Certificate Administrator, as the case may be, in accordance with this Section.

Resignation and Removal of the Trustee, the Custodian or the Certificate Administrator. (a) The Trustee, the Custodian or the Certificate Administrator may at any time resign and be discharged from the trusts hereby created by giving written notice thereof to the other such party, the Depositor, the Master Servicer, the Trust Advisor, each holder of a B Note or Serviced Companion Loan and the 17g-5 Information Provider; provided that such resignation shall not be effective until its successor shall have accepted the appointment. The Trustee, the Custodian and the Certificate Administrator, as applicable, shall bear all costs associated with its respective resignation and the appointment of a successor trustee, custodian or certificate administrator, as applicable. Upon receiving such notice of resignation, the Depositor shall promptly appoint a successor trustee, custodian or certificate administrator, as the case may be, except in the case of the initial Trustee and Certificate Administrator, in which case both shall be so replaced but may be replaced under this paragraph sequentially, by written instrument, one copy of which instrument shall be delivered to the resigning Trustee, one copy to the successor trustee and one copy to each of the Master Servicer, the Custodian, the Certificate Administrator and, subject to Section 5.7, the Rating Agencies. If no successor trustee, custodian or certificate administrator shall have been so appointed, as the case may be, and shall have accepted appointment within thirty (30) days after the giving of such notice of resignation, the resigning Trustee, Custodian or Certificate Administrator, as the case may be, may petition any court of competent jurisdiction for the appointment of a successor trustee, custodian or certificate administrator, as the case may be. It shall be a condition to the appointment of a successor trustee, custodian or certificate administrator that such entity satisfies the eligibility requirements set forth in Section 7.5 and if, and for so long as, the 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 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 (i) the Trustee shall cease to be eligible in accordance with the provisions of Section 7.5(a) and shall fail to resign after written request therefor by the Depositor, (ii) the Trustee shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Trustee or of 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, 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 Special Servicer, the Custodian, 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 Custodian 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 Custodian shall become incapable of acting, or shall be adjudged a bankrupt or insolvent, or a receiver of the Custodian or of its property shall be appointed, or any public officer shall take charge or control of the Custodian 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 Custodian or the Trust is located solely because of the location of the Custodian in such state; provided, that, provided that if the Custodian agrees to indemnify the Trust for such taxes, it shall not be removed pursuant to this clause (iii), or (iv) the continuation of the Custodian 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 Custodian and appoint a successor custodian by written instrument, one copy of which instrument shall be delivered to the Custodian so removed, one copy to the successor custodian and one copy to each of the Master Servicer, the Special Servicer, the Trustee, the Certificate Administrator and the 17g-5 Information Provider. In the case of removal under clauses (i), (ii), (iii) and (iv) above, the Custodian shall bear all such costs of transfer. Such succession shall take effect after a successor custodian 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 Custodian or any Additional Servicer, Sub-Servicer, or Servicing Function Participant engaged by the Custodian fails to perform (subject to any applicable grace periods set forth therein) any of its obligations under Article XIII of this Agreement, and such default 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 Custodian, the Custodian shall, if so requested by the Depositor, resign from its obligations hereunder within sixty (60) calendar days of such request and, if the Custodian fails to resign within such sixty (60) day period, the Depositor shall have the right to remove and replace the Custodian in accordance with the provisions set forth in this Section 7.6(c). (d) 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, (iii) a tax is imposed or threatened with respect to the Trust or any REMIC Pool by any state in which the Certificate Administrator or the Trust is located solely because of the location of the Certificate Administrator in such state; provided, that, 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 Certificate Administrator by written instrument, one copy of which instrument shall be delivered to the Certificate Administrator so removed, one copy to the successor Certificate Administrator, and one copy to each of the Trustee, the Master Servicer, the Special 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 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(d). (e) The Holders of Certificates evidencing not less than a majority of the Voting Rights of all the Certificates may for cause upon thirty (30) days’ written notice to the Trustee, the Custodian or the Certificate Administrator, as the case may be, and to the Depositor, the Master Servicer and the Special Servicer, remove the Trustee, the Custodian or the Certificate Administrator, as the case may be, by such written instrument, signed by such Holders or their attorney-in-fact duly authorized, one copy of which instrument shall be delivered to the Depositor and one copy to the Trustee, the Custodian or the Certificate Administrator, as the case may be, so removed; and the Depositor shall thereupon use its best efforts to appoint a successor Trustee, the Custodian or Certificate Administrator, as the case may be, in accordance with this Section. (f) Any resignation or removal of the Trustee, the Custodian or the Certificate Administrator, as the case may be, and appointment of a successor trustee, custodian or certificate administrator pursuant to any of the provisions of this Section shall become effective upon acceptance of appointment by the successor trustee, custodian or certificate administrator, as the case may be, as provided in Section 7.7. Upon any succession of the Trustee, the Custodian or the Certificate Administrator under this Agreement, the predecessor Trustee, Custodian or Certificate Administrator, as the 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, the Custodian or the Certificate Administrator shall not be liable for any action or omission of any successor trustee, custodian or certificate administrator, as the case may be. (g) 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, except in the case of removal without cause), shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor trustee or at such later time as may be consented to by the Master Servicer and the Special Servicer, the original executed Note for each Mortgage Loan is endorsed (without recourse, representation or warranty, express or implied) to the order of the successor trustee, as Trustee for the registered holders of Mxxxxx Sxxxxxx Bank of America Mxxxxxx Lxxxx Trust 2013-C11, Commercial Mortgage Pass-Through Certificates, Series 2013-C11 or in blank (or, alternatively, if the original executed Note has been lost, a lost note affidavit and indemnity with a copy of such Note), and such successor trustee shall review the documents delivered to it with respect to each Mortgage Loan and certify in writing that such endorsement and assignment has been made. Upon the resignation, assignment, merger, consolidation, or transfer of the Custodian or its business to a successor, or upon the removal of the Custodian, the outgoing Custodian, at its own expense (without right of reimbursement therefor, except in the case of removal without cause), shall ensure that, prior to consummation of such transaction or as part of its transfer of duties to any successor custodian, all Mortgage Loan documents in the Mortgage File for each Mortgage Loan (other than the original executed Note), are delivered as necessary to such successor custodian, and such successor shall review the documents delivered to it with respect to each Mortgage Loan and certify in writing that, as to each Mortgage Loan then subject to this Agreement, it will accept delivery of the Mortgage File (on behalf of the Trustee) in accordance with Section 2.2. (h) 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, neither the Certificate Administrator nor the Custodian may 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.