Common use of Appointment of Special Servicer Clause in Contracts

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holder and the parties to the Note A-1 PSA and the Note A-2 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that the Special Servicer could be terminated under the Servicing Agreement in connection with a “servicer termination event” thereunder, or otherwise based on a recommendation by the operating advisor under the Servicing Agreement if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (a) the Special Servicer has failed to comply with the Servicing Standard and (b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under the Servicing Agreement (as a collective whole) and (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holder and the parties to the Note A-1 PSA and the Note A-2 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that the Special Servicer could be terminated under the Servicing Agreement in connection with a “servicer termination event” thereunder, or otherwise based on a recommendation by the operating advisor under the Servicing Agreement if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (a) the Special Servicer has failed to comply with the Servicing Standard and (b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under the Servicing Agreement (as a collective whole) and (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holder Holders and the parties to the Note A-1 PSA and the Note A-2 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that the Special Servicer could be terminated under the Servicing Agreement in connection with a “servicer termination event” thereunder, or otherwise based on a recommendation by the operating advisor under the Servicing Agreement if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (a) the Special Servicer has failed to comply with the Servicing Standard and (b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under the Servicing Agreement (as a collective whole) and (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holder and the parties to the Note A-1 PSA and the Note A-2 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that prior to the Note A-1 Securitization, the Special Servicer could be terminated under the Servicing Agreement in connection with a “servicer termination event” thereunder, or otherwise based on a recommendation by the operating advisor under the Servicing Agreement if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (a) the Special Servicer has failed to comply with the Servicing Standard and (b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under the Servicing Agreement (as a collective whole) and (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holder Holders and the parties to the Note A-1 PSA, the Note A-2 PSA and the Note A-2 A-3 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that the Special Servicer could be terminated under the Servicing Agreement in connection with a “servicer termination event” thereunder, or otherwise based on a recommendation by the operating advisor under the Servicing Agreement if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (a) the Special Servicer has failed to comply with the Servicing Standard and (b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under the Servicing Agreement (as a collective whole) and (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.

Appointment of Special Servicer. Subject to the terms of the Servicing Agreement, the Directing Holder shall have the right at any time and from time to time, with or without cause, to replace the Special Servicer then acting with respect to the Mortgage Loan and appoint a Qualified Servicer as the replacement Special Servicer in lieu thereof. The Directing Holder shall designate a Person to serve as Special Servicer by delivering to the other Holder and the parties to the Note A-1 PSA and the Note A-2 PSA a written notice stating such designation and by satisfying the other conditions required under the Servicing Agreement (including, -24- without limitation, a Rating Agency Confirmation, if required by the terms of the Servicing Agreement), if any. The Directing Holder agrees and acknowledges that the Special Servicer could be terminated under the Servicing Agreement in connection with a “servicer termination event” thereunder, or otherwise based on a recommendation by the operating advisor under the Servicing Agreement if (1) the operating advisor determines, in its sole discretion exercised in good faith, that (a) the Special Servicer has failed to comply with the Servicing Standard and (b) a replacement of the Special Servicer would be in the best interest of the holders of Certificates issued under the Servicing Agreement (as a collective whole) and (2) the affirmative vote of the requisite certificate holders is obtained. The Directing Holder will retain its right to remove and replace the Special Servicer, but the Directing Holder may not restore a Special Servicer that has been removed in accordance with the preceding sentence.