Common use of Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer Clause in Contracts

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement, (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trustee; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein; (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) Notwithstanding the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d). (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each Each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Whole Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trustee2.5; (ii) Rating Agency Confirmation has been receivedreceived with respect to the assignee or appointee of the Servicer or Special Servicer, as applicable; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;; and (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and Trustee, the Certificate Administrator, the Trust, and the Rating Agencies Agency for any reasonable expenses of such resignation, assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Other than as set forth in Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator Depositor and, during any CCR Subordinate Control Period and any CCR Consultation Period, the Controlling Class RepresentativeDirecting Holder. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) . Notwithstanding the foregoingprevious sentence, each of the Servicer and the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from assign its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (under certain limited circumstances as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d)described herein. (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each Each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Whole Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(xD) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trusteeshall not be a Borrower Affiliate; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;; and (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate AdministratorTrustee, the Trust, and the Rating Agencies Agency for any reasonable expenses of such assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to (and except as otherwise provided in) the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator Depositor, and, during any CCR Control Period and any CCR so long as no Consultation PeriodTermination Event is continuing, the Controlling Class RepresentativeDirecting Certificateholder. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that. Notwithstanding the previous sentence, during each of the Servicer and the Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. In connection with any CCR Control Periodsuch resignation, the Controlling Class Representative may appoint successor special servicer shall either (i) prior to a Control Event, be appointed by the Directing Certificateholder in accordance with Section 7.1; or (ii) after a Control Event, be appointed by the Trustee and otherwise satisfy the requirements for a successor special servicer set forth in accordance with the Section 7.1(d6.4(a). (c) Notwithstanding the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d). (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or required pursuant to Section 3.33 or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement, (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trustee; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein; (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such assignment, resignation, sale or transfer; (vi) the person accepting such assignment and delegation may not (i) pay, or become obligated, whether by agreement or otherwise, and whether or not subject to any condition or contingency, to pay the Operating Advisor or any affiliate thereof any fee, or otherwise compensate or grant monetary or other consideration to the Operating Advisor or any affiliate thereof (x) in connection with its obligations under this Agreement or the performance thereof or (y) in connection with the appointment of such person as, or any recommendation by the Operating Advisor for such person to become, the successor Special Servicer, (ii) become entitled to receive any compensation from the Operating Advisor or any Affiliate, or (iii) become entitled to receive any fee from the Operating Advisor or any affiliate thereof in connection with the appointment of such person as Special Servicer, unless, in each of the foregoing clauses (i) through (iii), such transaction has been expressly approved by 100% of the Certificateholders; and (vivii) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator Administrator, the Operating Advisor and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) Notwithstanding the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer that is a Qualified Replacement Special Servicer in accordance with Section 7.1(d). (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each Each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trustee2.5; (ii) Rating Agency Confirmation has been receivedreceived with respect to the assignee or appointee of the Servicer or Special Servicer, as applicable; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;; and (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and Trustee, the Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such resignation, assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Other than as set forth in Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator Depositor and, during any CCR Subordinate Control Period and any CCR Consultation Period, the Controlling Class RepresentativeDirecting Holder. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) . Notwithstanding the foregoingprevious sentence, each of the Servicer and the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from assign its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (under certain limited circumstances as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d)described herein. (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each Each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the TrusteeTrustee and the Certificate Administrator, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Certificate Administrator acting at the direction of Holders of Sequential Pay Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of any Trust Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of all Sequential Pay Certificates, (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and 2.4; (D)(x) during any CCR Subordinate Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Subordinate Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Subordinate Consultation Termination Period, is reasonably acceptable to the Depositor and the Trustee;; and (E) in the case of the Special Servicer, shall satisfy any representations applicable thereto set forth in the Co-Lender Agreement. (ii) Rating Agency Confirmation has been receivedreceived with respect to the assignee or appointee of the Servicer or the Special Servicer, as applicable; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;; and (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such resignation, assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator Administrator, the Companion Loan Holders, the Depositor and, during any CCR Subordinate Control Period and any CCR Subordinate Consultation Period, the Controlling Class Representative. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another a successor Servicer or the Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that7.2 and, in the case of the Special Servicer, the Co-Lender Agreement. In connection with any such resignation, the successor special servicer shall either: (i) during any CCR Subordinate Control Period, be appointed by the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) Notwithstanding the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d). ; or (dii) If during any Subordinate Consultation Period or any Subordinate Consultation Termination Period, be appointed by the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor and, during any Subordinate Consultation Period, be reasonably acceptable to the resigning Controlling Class Representative, and otherwise satisfy the requirements for a successor special servicer set forth in Section 6.4(a)(i); provided, however, that in no event shall the Trustee have any liability or incur any expense in connection with its appointment or approval of a successor special servicer; and provided, further, that in either case a Rating Agency Confirmation from each Rating Agency shall have been obtained, and, in the case of the Special Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or any such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (shall satisfy any representations applicable thereto in the sole discretion of Co-Lender Agreement. Notwithstanding the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements first sentence of this Section 6.46.4(b), each of the Servicer and the Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement, (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trustee; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein; (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) Notwithstanding the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party during any CCR Control Period, the Controlling Class Representative (as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer that is a Qualified Replacement Special Servicer in accordance with Section 7.1(d). (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement, (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trustee; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein; (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator Administrator, and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) Notwithstanding the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d4.3(d). (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each Each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Whole Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or and Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trusteerespectively; (ii) Rating Agency Confirmation has been receivedreceived with respect to the assignee or appointee of the Servicer or Special Servicer, as applicable; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;; and (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and Trustee, the Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such resignation, assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to (and except as otherwise provided in) the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator Depositor and, during any CCR Subordinate Control Period and any CCR Consultation Period, the Controlling Class RepresentativeDirecting Holder. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) . Notwithstanding the foregoingprevious sentence, each of the Servicer and the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from assign its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (under certain limited circumstances as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d)described herein. (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each Each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Whole Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trustee2.5; (ii) Rating Agency Confirmation has been receivedreceived with respect to the assignee or appointee of the Servicer or Special Servicer, as applicable; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;; and (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and Trustee, the Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such resignation, assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Other than as set forth in Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator Depositor and, during any CCR Subordinate Control Period and any CCR Consultation Period, the Controlling Class RepresentativeDirecting Holder. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) . Notwithstanding the foregoingprevious sentence, each of the Servicer and the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from assign its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (under certain limited circumstances as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d)described herein. (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or required pursuant to Section 3.33 or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement, (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trustee; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein; (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such assignment, resignation, sale or transfer; (vi) the person accepting such assignment and delegation may not (i) pay, or become obligated, whether by agreement or otherwise, and whether or not subject to any condition or contingency, to pay the Operating Advisor or any affiliate thereof any fee, or otherwise compensate or grant monetary or other consideration to the Operating Advisor or any affiliate thereof (x) in connection with its obligations under this Agreement or the performance thereof or (y) in connection with the appointment of such person as, or any recommendation by the Operating Advisor for such person to become, the successor Special Servicer, (ii) become entitled to receive any compensation from the Operating Advisor or any Affiliate, or (iii) become entitled to receive any fee from the Operating Advisor or any affiliate thereof in connection with the appointment of such person as Special Servicer, unless, in each of the foregoing clauses (i) through (iii), such transaction has been expressly approved by 100% of the Certificateholders; and (vivii) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator Administrator, the Operating Advisor and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) Notwithstanding the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d4.3(d). (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement, (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trustee; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein; (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such assignment, resignation, sale or transfer; and (vi) the Person person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator and, and during any CCR Control Period and any CCR Consultation Period, the Controlling Class Representative. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) Notwithstanding the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting the Risk Retention Consultation Party and, during any CCR Control Period and each applicable Consulting Party any CCR Consultation Period, the Controlling Class Representative of such disqualification and the Special Servicer shall resign from its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party during any CCR Control Period, the Controlling Class Representative (as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d). (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement), each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Whole Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(xD) during any CCR (x) prior to the occurrence and continuance of a Control PeriodEvent, with respect to the Servicer Servicer, is reasonably acceptable to the Controlling Class Representative Directing Certificateholder or, with respect to the Special Servicer, has been appointed Servicer is approved by the Controlling Class RepresentativeDirecting Certificateholder such approval not to be unreasonably withheld, (y) after the occurrence and during any CCR the continuance of a Control Event but so long as no Consultation PeriodTermination Event is continuing, is reasonably acceptable to the Controlling Class RepresentativeDirecting Certificateholder, the Depositor Depositor, and the Trustee, Trustee and (z) during any CCR after a Consultation Termination PeriodEvent, is reasonably acceptable to the Depositor and the Trustee; (ii) Rating Agency Confirmation has been received; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;; and (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate AdministratorTrustee, the Trust, and the Rating Agencies for any reasonable expenses of such assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to (and except as otherwise provided in) the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator Depositor, and, during any CCR Control Period and any CCR so long as no Consultation PeriodTermination Event is continuing, the Controlling Class RepresentativeDirecting Certificateholder. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that. Notwithstanding the previous sentence, during each of the Servicer and the Special Servicer may assign its duties and obligations under this Agreement under certain limited circumstances as described herein. In connection with any CCR Control Periodsuch resignation, the Controlling Class Representative may appoint successor special servicer shall either (i) prior to a Control Event, be appointed by the Directing Certificateholder in accordance with Section 7.1; or (ii) after a Control Event, be appointed by the Trustee and otherwise satisfy the requirements for a successor special servicer set forth in accordance with the Section 7.1(d6.4(a). (c) Notwithstanding the foregoing, the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d). (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement, each Each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Whole Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the Trustee, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Trustee, such approval not to be unreasonably withheld, and (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or and Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trusteerespectively; (ii) Rating Agency Confirmation has been receivedreceived with respect to the assignee or appointee of the Servicer or Special Servicer, as applicable; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;; and (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and Trustee, the Certificate Administrator, the Trust, and the Rating Agencies Agency for any reasonable expenses of such resignation, assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Other than as set forth in Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator Depositor and, during any CCR Subordinate Control Period and any CCR Consultation Period, the Controlling Class RepresentativeDirecting Holder. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) . Notwithstanding the foregoingprevious sentence, each of the Servicer and the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from assign its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (under certain limited circumstances as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d)described herein. (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.

Servicer and Special Servicer Not to Resign; Replacement of Servicer or Special Servicer. (a) In connection with any resignation permitted pursuant to Section 6.4(b) or in connection with the sale or transfer of their respective rights and obligations under this Agreement), each of the Servicer and the Special Servicer may resign and assign its rights and delegate its duties and obligations under this Agreement to any Person or to an entity, provided that: (i) the Person accepting such assignment and delegation (A) shall be an established mortgage finance institution, bank or mortgage servicing institution having a net worth of not less than $25,000,000, organized and doing business under the laws of the United States or of any state of the United States or the District of Columbia, and authorized under such laws to perform the duties of the Servicer or the Special Servicer, as the case may be, of the Mortgage Whole Loan, (B) shall execute and deliver to the Trustee and the Certificate Administrator an agreement in form and substance reasonably satisfactory to the TrusteeTrustee and the Certificate Administrator, which contains an assumption by such Person of the due and punctual performance and observance of each covenant and condition to be performed or observed by the Servicer or the Special Servicer, as the case may be, under this Agreement from and after the date of such agreement; provided, however that to the extent such agreement modifies in any respect any of the covenants, terms or conditions in this Agreement to be performed by the Servicer or the Special Servicer, as the case may be, such agreement shall be subject to the approval of the Certificate Administrator acting at the direction of Holders of Sequential Pay Certificates evidencing at least 75% of the aggregate Voting Rights (taking into account the application of any Appraisal Reduction Amounts to notionally reduce the Certificate Balances of the Certificates) of all Sequential Pay Certificates, and (C) shall make such representations and warranties of the Servicer or the Special Servicer, as the case may be, as provided in Section 2.5 or Section 2.6, as applicable, and (D)(x) during any CCR Control Period, with respect to the Servicer is reasonably acceptable to the Controlling Class Representative or, with respect to the Special Servicer, has been appointed by the Controlling Class Representative, (y) during any CCR Consultation Period, is reasonably acceptable to the Controlling Class Representative, the Depositor and the Trustee, and (z) during any CCR Consultation Termination Period, is reasonably acceptable to the Depositor and the Trustee2.4; (ii) Rating Agency Confirmation has been receivedreceived with respect to the assignee or appointee of the Servicer or Special Servicer, as applicable; (iii) the Servicer or the Special Servicer, as the case may be, shall not be released from its obligations under this Agreement that arose prior to the effective date of such assignment and delegation under this Section 6.4(a); (iv) the rate at which any servicing compensation (or any component thereof) is calculated shall not exceed the rate specified herein;; and (v) the Servicer or the Special Servicer, as the case may be, shall reimburse the Trustee and the Certificate Administrator, the Trust, and the Rating Agencies for any reasonable expenses of such resignation, assignment, resignation, sale or transfer; and (vi) the Person accepting such assignment and delegation may not be a Borrower Restricted Party. Upon satisfaction of the foregoing requirements and acceptance of such assignment, such Person shall be the successor Servicer or the Special Servicer, as the case may be, hereunder. (b) Subject to the provisions of Sections 6.2 and 6.4(a), neither the Servicer nor the Special Servicer shall resign from its obligations and duties hereby imposed on it, except upon determination that performance of its duties hereunder is no longer permissible under applicable law or are in material conflict by reason of applicable law with any other activities carried on by it. Any such determination permitting the resignation of the Servicer or the Special Servicer, as the case may be, shall be evidenced by an Opinion of Counsel delivered to the Depositor, the Trustee, the Certificate Administrator and, during any CCR Control Period and any CCR Consultation Period, the Controlling Class RepresentativeDepositor. No resignation by the Servicer or the Special Servicer, as applicable, under this Agreement shall become effective until the Trustee or another a successor Servicer or Special Servicer, as applicable, shall have assumed the responsibilities and obligations of the Servicer or the Special Servicer, as applicable, under this Agreement in accordance with Section 7.2; provided that, during any CCR Control Period, the Controlling Class Representative may appoint a successor special servicer in accordance with the Section 7.1(d). (c) . Notwithstanding the foregoingprevious sentence, each of the Servicer and the Special Servicer may not be a Borrower Restricted Party with respect to the Mortgage Loan. If the Special Servicer is or becomes a Borrower Restricted Party with respect to the Mortgage Loan, the Special Servicer shall immediately notify the Depositor, the Servicer, the Trustee, the Certificate Administrator, each applicable Consenting Party and each applicable Consulting Party of such disqualification and the Special Servicer shall resign from assign its obligations and duties hereby imposed on it. No resignation by the Special Servicer under this Section 6.4(c) shall become effective until the Trustee or another successor Special Servicer shall have assumed the responsibilities and obligations of the Special Servicer under this Agreement in accordance with Section 7.2; provided that, a Consenting Party (under certain limited circumstances as long as it is not a Borrower Restricted Party) may appoint a successor Special Servicer in accordance with Section 7.1(d)described herein. (d) If the Trustee or an Affiliate acts pursuant to this Section 6.4 as successor to the resigning Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer other than itself or an Affiliate pursuant to this Section 6.4, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Servicer that meets the requirements of this Section 6.4.