Common use of Trustee to Act; Appointment of Successor Clause in Contracts

Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the case may be, by the terms and provisions hereof, including, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in its capacity as such connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) shall, unless prohibited by-law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on such Master the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, by shall be indemnified to the terms and provisions hereoffull extent provided to the Servicer or Special Servicer, includingas applicable, if such Master Servicer is under this Agreement prior to the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure Special Servicer’s termination. The appointment of a Master successor Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by affect any liability of the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning Terminated Party herein or terminated party in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the resigning or terminated party pursuant to Section 3.06 hereunder Terminated Party nor shall the Trustee Terminating Party or any other successor Servicer or Special Servicer be required to purchase any the Mortgage Loan hereunder. None of the Trustee, the Terminating Party, the successor Servicer or the Special Servicer shall have any responsibility nor shall any of them be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the Trustee, the Terminating Party, successor Servicer or successor Special Servicer acting in accordance with information prepared or supplied by any other Person or the failure of any such Person to prepare or provide such information. None of the Trustee, the Terminating Party, the successor Servicer or the successor Special Servicer shall have any responsibility, shall be in default or shall incur any liability (i) for any failure to act by any third party, including the predecessor Servicer, the predecessor Special Servicer, the current Servicer or Special Servicer (if the successor is not succeeding to such capacities), the Depositor or the Trustee or for any inaccuracy or omission in a notice or communication received by the successor from any third party or (ii) which is due to or results from the invalidity, unenforceability of the Mortgage Loan, Mortgage Loan Agreement or any other agreement under applicable law; provided that nothing herein shall in any way diminish the duty of the Terminated Party to perform its obligations under Section 7.1(f). As compensation therefor, the Trustee Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all fees and other compensation with respect to the Mortgage Loan to which the resigning or terminated party Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession to for future services rendered which the Terminated Party would have been entitled if the resigning or terminated party it had continued to act hereunderhereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Holders of Regular Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Regular Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agencies as an acceptable master servicer a Servicer or special servicerSpecial Servicer, as the case may be, as evidenced by each a Rating AgencyAgency Confirmation, or if the Holders of Certificates entitled to a majority of all Rating Agencies do not provide written confirmation that the Voting Rights (determined without notionally reducing the Class Principal Balances succession of the Certificates by any Appraisal Reduction Amounts) (orTrustee as Servicer or Special Servicer, alternativelyas the case may be, if shall not cause a Servicer Termination Event on the part downgrade, qualification or withdrawal of the applicable Special Servicer has occurred during a Subordinate Control Period, then current ratings of the Subordinate Class Representative) so requests in writing, the Trustee shall)Certificates, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such the Special Servicer, as the case may beapplicable, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer Terminated Party hereunder shall be effective until the assumption by such successor of all its the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by-law from so acting, the Trustee shall act in such the applicable capacity as hereinabove herein above provided, notwithstanding, in the case of the Trustee acting as successor Servicer, any eligibility requirements for a Servicer as set forth in this Agreement. Any appointment or succession by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to the Controlling Class Representative’s right to replace the Special Servicer during any CCR Control Period. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise Loan as it and such successor shall agree; provided that provided, however, no such compensation shall be in excess of that permitted the resigning or terminated party Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section 3.4(c). The Depositor, the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 7.2 as successor to the resigning Servicer or terminated Master Servicer and if Servicer, as the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis pointscase may be, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning Servicer or terminated Master Servicer Servicer, as the case may be, other than itself 202 or an Affiliate pursuant to this Section 7.027.2, 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 Master Servicer that meets the requirements of this Section 7.027.2.

Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the case may be, by the terms and provisions hereof, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided provided, that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the case may be, hereunder; provided provided, that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k)applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) ); and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer, the Special Servicer or that Special Servicer(unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, by the terms and provisions hereof, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c)hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or nor any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, by each Rating Agencyof commercial mortgage loans, or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of Trustee, or if the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on REMIC Administrator is the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, resigning or terminated party and the Trustee shall)had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer, the Special Servicer or Special Servicerthe REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, hereunder; provided that (i) such appointment is does not result in the subject downgrading, qualification or withdrawal of a any rating then assigned by either Rating Agency Confirmation to any Class of Certificates (as evidenced by written confirmation thereof from each Rating Agency (and, if applicable pursuant to Section 3.27(kAgency), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator hereunder shall be effective until the assumption by of the successor to such successor party of all its responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer, and pending such appointment and assumptionthe Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the transfer of the foregoing functions under this Agreement (other than the set-up costs of the successor) shall be borne by the predecessor Master Servicer, Special Servicer or REMIC Administrator, as applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within thirty days of its receipt of an invoice therefor, shall be an expense of the Trust; provided that such predecessor Master Servicer, Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and provided, further, that the Trustee or an Affiliate acts pursuant shall decide whether and to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate what extent it is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion best interest of the Trustee) for the Trustee Certificateholders to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02pursue any remedy against any party obligated to make such reimbursement.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer or such the Special Servicer, as the case may be, by the terms and provisions hereof, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating 360 Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such the Special Servicer, as the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor). No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in its capacity as such connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer under Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on such Master the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, by shall be indemnified to the terms and provisions hereof, including, if such Master Servicer is full extent provided to the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure Trustee under this Agreement. The appointment of a Master successor Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by affect any liability of the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning Terminated Party herein or terminated party in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the resigning or terminated party pursuant to Section 3.06 hereunder Terminated Party nor shall the Trustee Terminating Party or any other successor Servicer or Special Servicer be required to purchase any the Mortgage Loan hereunder. As compensation therefor, the Trustee Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all fees and other compensation with respect to the Mortgage Loan to which the resigning or terminated party Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession to for future services rendered which the Terminated Party would have been entitled if the resigning or terminated party it had continued to act hereunderhereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agencies as an acceptable master servicer a Servicer or special servicerSpecial Servicer, as the case may be, as evidenced by each a Rating Agency, Agency Confirmation or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Rating Agency Confirmation is not obtained, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may beapplicable, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer Terminated Party hereunder shall be effective until the assumption by such successor of all its the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such the applicable capacity as hereinabove herein above provided. Any appointment or succession by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to the Directing Holder’s right to replace the Special Servicer during any Subordinate Control Period. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise Loan as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section 3.4(d). The Depositor, the Trustee, the Certificate Administrator, the Servicer (as applicable), the Special Servicer (as applicable) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, unless a successor is appointed pursuant to Section 6.04, be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to have all (and the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such former Master Servicer or such the Special Servicer, as the case may be, by shall cease to have any) of the terms responsibilities, duties and provisions hereofliabilities (except as provided in the next sentence) of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances, the unmade P&I Advances that gave rise to such Event of Default; provided that, if the Master Servicer is the resigning or terminated party, and if after the Closing Date the Trustee is prohibited by law or regulation from obligating itself to make P&I Advances (as evidenced by an Opinion of Counsel delivered to the Depositor and the Rating Agencies) the Trustee shall not be obligated to make such P&I Advances; provided provided, further, that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer's or a the Special Servicer's, as the case may be, to cooperate or failure to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) hereunder. Notwithstanding anything contrary in the case of a terminated Master Servicerthis Agreement, the Trustee shall cease in no event be held responsible or liable with respect to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the acts, omissions, representations and warranties of the resigning or terminated party (other than the Trustee) or for any losses incurred by the such resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunderhereunder (other than fees already earned, including, without limitation, Workout Fees). Notwithstanding the aboveabove and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee may, if it is shall be unwilling in its sole discretion to so actact as either Master Servicer or Special Servicer, as the Trustee case may (andbe, or shall, if it is unable to so actact as either Master Servicer or Special Servicer, as the case may be, or shall, if the Trustee is not approved as an acceptable a master servicer or a special servicer, as the case may be, by each any of the Rating Agency, Agencies or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, subject to the approval of each of the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates) or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution that meets the requirements of Section 6.02 (including, without limitation, rating agency confirmation); provided, however, that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class to designate a successor pursuant to Section 6.09. Except with respect to an appointment provided below, no appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and qualified liabilities under this Agreement. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such Special Servicerhereunder (including, as without limitation, the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant obligation to Section 3.27(kmake P&I Advances), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No which appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be will become effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove providedimmediately. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such Such successor and each the other party parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer or such the Special Servicer, as the case may be, by the terms and provisions hereof, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided provided, however, that (i) any failure to perform such duties or responsibilities caused by the failure of a the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination an Event of Default on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such the Special Servicer, as the case may be, hereunder; provided provided, however, that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) Confirmation; and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer the Master Servicer rating from Fitch that is “CMS3CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis pointsServicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer or such the Special Servicer, as the case may be, by the terms and provisions hereof, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class RepresentativeRepresentative (other than to the extent such Servicer Termination Event affects an Excluded Loan) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such the Special Servicer, as the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor). No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. 359 If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, unless and until a successor is appointed pursuant to Section 6.04, Section 6.09, Section 7.01(c) or Section 7.01(d), be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to have all (and the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such former Master Servicer or such the Special Servicer, as the case may be, by shall cease to have any) of the terms responsibilities, duties and provisions hereofliabilities of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances, including in connection with any termination of the Master Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade P&I Advances that gave rise to such Event of Default; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer's or a the Special Servicer's, as the case may be, to cooperate or failure to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the hereunder. The Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, subject to the last sentence of the second paragraph of Section 3.11(c), the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as either Master Servicer or Special Servicer, as the Trustee case may (andbe, or shall, if it is unable to so actact as either Master Servicer or Special Servicer, as the case may be, or if the Trustee is not approved as an acceptable a master servicer or a special servicer, as the case may be, by each any of the Rating AgencyAgencies, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appointappoint (subject, in the case of a resigning or terminated Special Servicer, to any applicable consultation rights of any particular related Serviced Non-Trust Mortgage Loan Noteholder(s) under the related Co-Lender Agreement), or petition a court of competent jurisdiction to appoint, any established and qualified mortgage loan servicing institution as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the resigning or terminated Master Servicer or such the Special Servicer, as the case may be, hereunder; provided provided, however, that no such appointee shall succeed to the rights and obligations of the Master Servicer or Special Servicer hereunder unless (i) such appointment is the subject of a Rating Agency Confirmation from as confirmed in writing by each Rating Agency (andAgency, if applicable pursuant such succession will not result in an Adverse Rating Event with respect to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion any Class of Certificates rated by such Rating Agency) , and (ii) if such successor (appointee makes the applicable representations and warranties set forth in Section 3.23 or Section 3.24, as applicable; and provided, further, that in the case of a successor to the resigning or terminated Master Special Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable appointment shall be subject to the Subordinate rights of the Majority Controlling Class Representative and, if such Certificateholder(s) to designate a successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect pursuant to the identity of (although it need not have approved) such successorSection 6.09. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by the successor to such successor party of all its responsibilities, duties and liabilities under this Agreement. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Serviced Mortgage Loans or otherwise and the Administered REO Properties as it and such successor shall agree, subject to the terms of this Agreement and/or the related Co-Lender Agreement limiting the use of funds received in respect of a Serviced Loan Combination to matters related to such Loan Combination; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such Such successor and each the other party parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the case may be, by the terms and provisions hereof, including, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Loan Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor). No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.6(b), the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in its capacity as such connection with a resignation of the Servicer or the Special Servicer under Section 6.6(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer under Section 6.6(b)) in all respects under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on such Master the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, by shall be indemnified to the terms and provisions hereof, including, if such Master Servicer is full extent provided to the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure Trustee under this Agreement. The appointment of a Master successor Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by affect any liability of the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning Terminated Party herein or terminated party in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the resigning or terminated party pursuant to Section 3.06 hereunder Terminated Party nor shall the Trustee Terminating Party or any other successor Servicer or Special Servicer be required to purchase any Mortgage the Whole Loan hereunder. As compensation therefor, the Trustee Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all fees and other compensation with respect to the Whole Loan to which the resigning or terminated party Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession to for future services rendered which the Terminated Party would have been entitled if the resigning or terminated party it had continued to act hereunderhereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agencies as an acceptable master servicer a Servicer or special servicerSpecial Servicer, as the case may be, as evidenced by each a Rating AgencyAgency Confirmation, or if the Holders of Certificates entitled to a majority of all Rating Agencies do not provide written confirmation that the Voting Rights (determined without notionally reducing the Class Principal Balances succession of the Certificates by any Appraisal Reduction Amounts) (orTrustee as Servicer or Special Servicer, alternativelyas the case may be, if will not cause a Servicer Termination Event on the part downgrade, qualification or withdrawal of the applicable Special Servicer has occurred during a Subordinate Control Period, then current ratings of the Subordinate Class Representative) so requests in writing, the Trustee shall)Certificates, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may beapplicable, hereunder; provided that (i) such appointment is the subject of during a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Controlling Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or aboveControl Period, the Subordinate Controlling Class Representative shall have been consulted with respect the right to the identity of (although it need not have approved) approve any such successorsuccessor Special Servicer. No appointment of a successor to a Master Servicer or a Special Servicer Terminated Party hereunder shall be effective until the assumption by such successor of all its the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such the applicable capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise Whole Loan as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted to the resigning or terminated party Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted to the Terminated Party shall be paid pursuant to Section 3.4(c); provided, further; that, during a Controlling Class Control Period and Controlling Class Consultation Period, the Trustee shall consult with the Controlling Class Representative (on a non-binding basis) prior to the appointment of a successor to the Terminated Party at such amounts in excess of that permitted the Terminated Party. The Depositor, the Certificate Administrator, the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the case may be, by the terms and provisions hereof, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided provided, that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the case may be, hereunder; provided provided, that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k)applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) ); and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer the Master Servicer rating from Fitch that is “CMS3CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, unless and until a successor is appointed pursuant to Section 6.04, Section 6.09, Section 7.01(c) or Section 7.01(d), be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to have all (and the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such former Master Servicer or such the Special Servicer, as the case may be, by shall cease to have any) of the terms responsibilities, duties and provisions hereofliabilities of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances, including in connection with any termination of the Master Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade P&I Advances that gave rise to such Event of Default; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer's or a the Special Servicer's, as the case may be, to cooperate or failure to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the hereunder. The Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, subject to the last sentence of the second paragraph of Section 3.11(c), the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as either Master Servicer or Special Servicer, as the Trustee case may (andbe, or shall, if it is unable to so actact as either Master Servicer or Special Servicer, as the case may be, or if the Trustee is not approved as an acceptable a master servicer or a special servicer, as the case may be, by each any of the Rating AgencyAgencies, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appointappoint (subject, in the case of a resigning or terminated Special Servicer, to any applicable consultation rights of any particular related Serviced Non-Trust Mortgage Loan Noteholder(s) under the related Co-Lender Agreement), or petition a court of competent jurisdiction to appoint, any established and qualified mortgage loan servicing institution as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the resigning or terminated Master Servicer or such the Special Servicer, as the case may be, hereunder; provided provided, however, that no such appointee shall succeed to the rights and obligations of the Master Servicer or Special Servicer hereunder unless (i) such appointment is the subject of a Rating Agency Confirmation from as confirmed in writing by each Rating Agency (and, if applicable pursuant applicable, by Moody's, such succession will not result in an Adverse Rating Event with respect to Section 3.27(k)any Class of Certificates or any class of Specially Designated Non-Trust Mortgage Loan Securities rated by such rating agency, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (appointee makes the applicable representations and warranties set forth in Section 3.23 or Section 3.24, as applicable; and provided, further, that in the case of a successor to the resigning or terminated Master Special Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable appointment shall be subject to the Subordinate rights of the Majority Controlling Class Representative and, if such Certificateholder(s) to designate a successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect pursuant to the identity of (although it need not have approved) such successorSection 6.09. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by the successor to such successor party of all its responsibilities, duties and liabilities under this Agreement. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Serviced Mortgage Loans or otherwise and the Administered REO Properties as it and such successor shall agree, subject to the terms of this Agreement and/or the related Co-Lender Agreement limiting the use of funds received in respect of a Serviced Loan Combination to matters related to such Loan Combination; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such Such successor and each the other party parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in its capacity as such connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer under Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on such Master the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, by shall be indemnified to the terms and provisions hereof, including, if such Master Servicer is full extent provided to the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure Trustee under this Agreement. The appointment of a Master successor Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by affect any liability of the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning Terminated Party herein or terminated party in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the resigning or terminated party pursuant to Section 3.06 hereunder Terminated Party nor shall the Trustee Terminating Party or any other successor Servicer or Special Servicer be required to purchase any Mortgage the Trust Loan or a Companion Loan hereunder. As compensation therefor, the Trustee Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all fees and other compensation with respect to the Trust Loan or a Companion Loan to which the resigning or terminated party Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession to for future services rendered which the Terminated Party would have been entitled if the resigning or terminated party it had continued to act hereunderhereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agency and each rating agency relating to the Companion Loan Securities as an acceptable master servicer a Servicer or special servicerSpecial Servicer, as the case may be, as evidenced by each a Rating Agency, Agency Confirmation or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Rating Agency Confirmation is not obtained, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may beapplicable, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer Terminated Party hereunder shall be effective until the assumption by such successor of all its the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such the applicable capacity as hereinabove herein above provided. Any appointment or succession by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to the Directing Holder’s right to replace the Special Servicer during any Subordinate Control Period. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise Whole Loan as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section 3.4(c). The Depositor, the Trustee, the Certificate Administrator, the Servicer (as applicable), the Special Servicer (as applicable) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, unless a successor is appointed pursuant to Section 6.04 or 6.09, be the successor in all respects to that such Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to have all (and the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such former Master Servicer or such the Special Servicer, as the case may be, by shall cease to have any) of the terms responsibilities, duties and provisions hereofliabilities (except as provided in the next sentence) of a Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, without limitation, if such a Master Servicer is the resigning or terminated party, the applicable such Master Servicer’s 's obligation to make P&I Advances, the unmade P&I Advances that gave rise to such Event of Default; provided that (i) any failure to perform such duties or responsibilities caused by either Master Servicer's or the failure of a Master Servicer or a Special Servicer's, as the case may be, to cooperate or failure to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) hereunder. Notwithstanding anything contrary in the case of a terminated Master Servicerthis Agreement, the Trustee shall cease in no event be held responsible or liable with respect to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party (other than the Trustee) or for any losses incurred by the such resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunderhereunder (subject to Section 3.11(a) with respect to the Excess Servicing Strip). Notwithstanding the aboveabove and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee may, if it is shall be unwilling in its sole discretion to so actact as either a Master Servicer or the Special Servicer, as the Trustee case may (andbe, or shall, if it is unable to so actact as either a Master Servicer or the Special Servicer, as the case may be, or shall, if the Trustee is not approved as an acceptable master servicer a Master Servicer or special servicerthe Special Servicer, as the case may be, by each any of the Rating AgencyAgencies, or if either the Controlling Class Representative or the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, subject to the approval of each of the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution that meets the requirements of Section 6.02 (including, without limitation, rating agency confirmation), which institution shall, in the case of an appointment by the Trustee, be reasonably acceptable to the Controlling Class Representative; provided, however, that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Holders or Certificate Owners of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class to designate a successor pursuant to Section 6.09. Except with respect to an appointment provided below, no appointment of a successor to a Master Servicer or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and qualified liabilities under this Agreement. Pending appointment of a successor to a Master Servicer or the Special Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. Notwithstanding the above, the Trustee shall, if a Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event), as the successor to the resigning or terminated departing Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicerhereunder (including, as without limitation, the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant obligation to Section 3.27(kmake P&I Advances), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No which appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be will become effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove providedimmediately. In connection with any such appointment and assumptionassumption described herein, the Trustee may (subject to Section 3.11(a) with respect to the Excess Servicing Strip) make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise and REO Properties as it and such successor shall agree, subject to the terms of this Agreement and/or any Loan Combination Intercreditor Agreement limiting the use of funds received in respect of a Loan Combination to matters related to the related Loan Combination; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such Such successor and each the other party parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.6(b), the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in its capacity as such connection with a resignation of the Servicer or the Special Servicer under Section 6.6(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer under Section 6.6(b)) in all respects under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on such Master the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, by shall be indemnified to the terms and provisions hereof, including, if such Master Servicer is full extent provided to the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure Trustee under this Agreement. The appointment of a Master successor Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by affect any liability of the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning Terminated Party herein or terminated party in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the resigning or terminated party pursuant to Section 3.06 hereunder 172 Terminated Party nor shall the Trustee Terminating Party or any other successor Servicer or Special Servicer be required to purchase any the Mortgage Loan hereunder. As compensation therefor, the Trustee Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all fees and other compensation with respect to the Mortgage Loan to which the resigning or terminated party Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession to for future services rendered which the Terminated Party would have been entitled if the resigning or terminated party it had continued to act hereunderhereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agency as an acceptable master servicer a Servicer or special servicerSpecial Servicer, as the case may be, as evidenced by each a Rating AgencyAgency Confirmation, or if the Holders of Certificates entitled to a majority of all Rating Agency do not provide written confirmation that the Voting Rights (determined without notionally reducing the Class Principal Balances succession of the Certificates by any Appraisal Reduction Amounts) (orTrustee as Servicer or Special Servicer, alternativelyas the case may be, if will not cause a Servicer Termination Event on the part downgrade, qualification or withdrawal of the applicable Special Servicer has occurred during a Subordinate Control Period, then current ratings of the Subordinate Class Representative) so requests in writing, the Trustee shall)Certificates, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may beapplicable, hereunder; provided that (i) such appointment so long as no Control Termination Event is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or abovecontinuing, the Subordinate Controlling Class Representative shall have been consulted with respect the right to the identity of (although it need not have approved) approve any such successorsuccessor Special Servicer. No appointment of a successor to a Master Servicer or a Special Servicer Terminated Party hereunder shall be effective until the assumption by such successor of all its the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such the applicable capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise Loan as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted to the resigning Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted to the Terminated Party shall be paid pursuant to Section 3.4(c); provided, further; that, so long as no Control Termination Event or terminated party hereunderConsultation Termination Event is in effect, the Trustee shall consult with the Controlling Class Representative (on a non-binding basis) prior to the appointment of a successor to the Terminated Party at amounts in excess of that permitted to the Terminated Party as set forth in the immediately preceding proviso. The Depositor, the Certificate Administrator, the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in its capacity as such connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) shall, unless prohibited by-law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on such Master the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, by shall be indemnified to the terms and provisions hereoffull extent provided to the Servicer or Special Servicer, includingas applicable, if such Master Servicer is under this Agreement prior to the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure Special Servicer’s termination. The appointment of a Master successor Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by affect any liability of the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning Terminated Party herein or terminated party in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the resigning or terminated party pursuant to Section 3.06 hereunder Terminated Party nor shall the Trustee Terminating Party or any other successor Servicer or Special Servicer be required to purchase any the Mortgage Loan hereunder. None of the Trustee, the Terminating Party, the successor Servicer or the Special Servicer shall have any responsibility nor shall any of them be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the Trustee, the Terminating Party, successor Servicer or successor Special Servicer acting in accordance with information prepared or supplied by any other Person or the failure of any such Person to prepare or provide such information. None of the Trustee, the Terminating Party, the successor Servicer or the successor Special Servicer shall have any responsibility, shall be in default or shall incur any liability (i) for any failure to act by any third party, including the predecessor Servicer, the predecessor Special Servicer, the current Servicer or Special Servicer (if the successor is not succeeding to such 203 capacities), the Depositor or the Trustee or for any inaccuracy or omission in a notice or communication received by the successor from any third party or (ii) which is due to or results from the invalidity, unenforceability of the Mortgage Loan, Mortgage Loan Agreement or any other agreement under applicable law; provided that nothing herein shall in any way diminish the duty of the Terminated Party to perform its obligations under Section 7.1(f). As compensation therefor, the Trustee Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all fees and other compensation with respect to the Mortgage Loan to which the resigning or terminated party Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession to for future services rendered which the Terminated Party would have been entitled if the resigning or terminated party it had continued to act hereunderhereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Holders of Regular Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Regular Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agencies as an acceptable master servicer a Servicer or special servicerSpecial Servicer, as the case may be, as evidenced by each a Rating AgencyAgency Confirmation, or if the Holders of Certificates entitled to a majority of all Rating Agencies do not provide written confirmation that the Voting Rights (determined without notionally reducing the Class Principal Balances succession of the Certificates by any Appraisal Reduction Amounts) (orTrustee as Servicer or Special Servicer, alternativelyas the case may be, if shall not cause a Servicer Termination Event on the part downgrade, qualification or withdrawal of the applicable Special Servicer has occurred during a Subordinate Control Period, then current ratings of the Subordinate Class Representative) so requests in writing, the Trustee shall)Certificates, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such the Special Servicer, as the case may beapplicable, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer Terminated Party hereunder shall be effective until the assumption by such successor of all its the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by-law from so acting, the Trustee shall act in such the applicable capacity as hereinabove herein above provided, notwithstanding, in the case of the Trustee acting as successor Servicer, any eligibility requirements for a Servicer as set forth in this Agreement. Any appointment or succession by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to the Controlling Class Representative’s right to replace the Special Servicer during any CCR Control Period. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise Loan as it and such successor shall agree; provided that provided, however, no such compensation shall be in excess of that permitted the resigning or terminated party Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section 3.4(c). The Depositor, the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master the Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.015.12(d) or Section 7.23 or the Trustee receives the resignation of the Servicer or Special Servicer in accordance with Section 7.21(a) (unless a successor is appointed pursuant to Section 7.21), the Trustee shall be the successor in all respects to that Master the Servicer or that Special Servicer, as the case may be, in its capacity as such Servicer or Special Servicer, as the case may be, under this Agreement Indenture and the transactions set forth or provided for herein and shall have all the rights and powers and be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master the Servicer or such Special Servicer, as the case may be, by the terms accruing after such termination; and provisions hereofPROVIDED, including, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer's or a Special Servicer's, as the case may be, failure to cooperate or to provide information or monies as required by comply with Section 7.01 7.21 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicerhereunder. In its capacity as such successor, the Trustee shall cease have the same limitation of liability herein granted to act the Servicer or Special Servicer, as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereundercase may be. As compensation therefor, the Trustee shall be entitled to all fees and other such compensation which as the resigning Servicer or terminated party Special Servicer, as the case may be, would have been entitled to for future services rendered hereunder if no such notice of termination or resignation had been given (other than amounts due under this Indenture or the resigning or terminated party had continued other Security Documents prior to act the date of such termination), including, without limitation, the fees payable hereunder. Notwithstanding anything contained herein, the aboveTrustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, appoint any established financial institution or mortgage servicing institution which has a net worth of not less than $15,000,000 and if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders no declaration of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances acceleration of the Certificates Notes has occurred, has been consented to in writing by any Appraisal Reduction Amounts) the Issuer, such consent not to be unreasonably withheld (or, alternatively, if a Servicer Termination Event on as such consent right to terminate after the part expiration of 30 days after request therefore from the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shallTrustee), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may be, hereunder; provided PROVIDED, HOWEVER, that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove providedwill continue to perform the servicing obligations pursuant to this Indenture to the extent set forth above. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided PROVIDED, HOWEVER, that no such compensation shall be in excess of that permitted the resigning Servicer or terminated Special Servicer, as the case may be, hereunder unless approved by the Issuer and the Majority Holders. In the event that no successor Servicer or Special Servicer has been appointed as provided above, the Trustee shall solicit, by public announcement, bids from commercial finance institutions, banks and mortgage servicing institutions meeting the qualifications set forth above. Within sixty (60) days after any such public announcement, the Trustee shall negotiate and effect the sale, transfer and assignment of the servicing rights and responsibilities hereunder to the qualified party hereundersubmitting the highest satisfactory bid. The DepositorTrustee shall deduct all costs and expenses of any public announcement and of any sale, transfer and assignment of the servicing rights and responsibilities hereunder from any sum received by the Trustee from the successor to the Servicer or Special Servicer in respect of such sale, transfer and assignment. After such deductions, the remainder of such sum shall be paid by the Trustee to the Servicer or Special Servicer, as the case may be, at the time of such sale, transfer and assignment to the Servicer's or Special Servicer's, as the case may be, successor, net of any amounts due from the Servicer or Special Servicer, as the case may be, hereunder, which shall be deposited in the Payment Account. If no successor servicer or special servicer shall have been so appointed and have accepted appointment within sixty (60) days after the Trustee receives the resignation of the Servicer or Special Servicer in accordance with Section 7.21, the Trustee may petition any court of competent jurisdiction for the appointment of a successor servicer or special servicer in accordance with the procedures and terms set forth above. The Trustee, the Issuer, the Servicer, the Special Servicer and such successor and each other party hereto shall take such action, consistent with this AgreementIndenture, as shall be necessary to effectuate any such succession. If Neither the Trustee nor any successor Servicer or an Affiliate acts pursuant Special Servicer shall be deemed to be in default of any of its obligations under this Section 7.02 as successor to the resigning or terminated Master Servicer if and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that such default arises from failure of the Trustee’s Servicer or such Affiliate’s compensation as successor Master Special Servicer would otherwise be below to timely provide all applicable books, records and other documents necessary to effectuate the market rate sale, transfer or assignment of servicing compensation. If rights to the Trustee elects to appoint or a successor to the resigning Servicer or terminated Master Special Servicer other than itself or an Affiliate pursuant to in accordance with this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02Section.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in its capacity as such connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer under Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on such Master the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, by shall be indemnified to the terms and provisions hereof, including, if such Master Servicer is full extent provided to the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure Trustee under this Agreement. The appointment of a Master successor Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by affect any liability of the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning Terminated Party herein or terminated party in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the resigning or terminated party pursuant to Section 3.06 hereunder Terminated Party nor shall the Trustee Terminating Party or any other successor Servicer or Special Servicer be required to purchase any Mortgage the Trust Loan or a Companion Loan hereunder. As compensation therefor, the Trustee Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all fees and other compensation with respect to the Trust Loan or a Companion Loan to which the resigning or terminated party Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession to for future services rendered which the Terminated Party would have been entitled if the resigning or terminated party it had continued to act hereunderhereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agencies and each rating agency relating to the Senior Companion Loan Securities as an acceptable master servicer a Servicer or special servicerSpecial Servicer, as the case may be, as evidenced by each a Rating Agency, Agency Confirmation or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Rating Agency Confirmation is not obtained, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may beapplicable, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer Terminated Party hereunder shall be effective until the assumption by such successor of all its the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such the applicable capacity as hereinabove herein above provided. Any appointment or succession by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to the Directing Holder’s right to replace the Special Servicer during any Subordinate Control Period. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise Whole Loan as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section 3.4(c). The Depositor, the Trustee, the Certificate Administrator, the Servicer (as applicable), the Special Servicer (as applicable) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.04 or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, and in all respects in its capacity as such Master Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to all the Section 3.11 and Section 6.03) benefits, responsibilities, duties duties, liabilities and liabilities limitations on liability relating thereto and arising that arise thereafter placed on such or for the benefit of the Master Servicer or such Special Servicer, as the case may beapplicable, by the terms and provisions hereof; provided, includinghowever, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee, in its capacity as successor to the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning Master Servicer or terminated party the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred by the resigning or terminated party predecessor Master Servicer pursuant to Section 3.06 hereunder hereunder, nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunderhereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may be. As Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees and other compensation relating to the Mortgage Loans or the Companion Loans which the resigning or terminated party Master Servicer would have been entitled to for future services rendered if the resigning Master Servicer had continued to act hereunder, including but not limited to any income or terminated party other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as successor to the Master Servicer or the Special Servicer, the Trustee may (andas applicable, or shall, if it is unable to so act, or if the Trustee is not approved as an acceptable master a servicer or special servicer, as the case may be, by each Rating Agency, or if if, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder or the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.04 and qualified institution otherwise herein, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such Special Servicer, as the case may be, Servicer hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption in writing by such the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter and upon receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30), and which appointment has been approved (prior to the occurrence and continuance of a Control Event) by the Directing Certificateholder, such approval not to be unreasonably withheld. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption of a successor to the Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the resigning terminated Master Servicer (including any Transferable Servicing Interest, if applicable) or terminated party Special Servicer, as the case may be, hereunder. The DepositorTrustee, the Trustee, Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any costs and expenses associated with the transfer of the servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the Trustee case may be) has not reimbursed the party requesting such termination or an Affiliate acts pursuant to this Section 7.02 as the successor to Master Servicer or Special Servicer for such expenses within 90 days after the resigning or presentation of reasonable documentation, such expense shall be reimbursed by the Trust Fund; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an Affiliate affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust Fund. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or Special Servicer pursuant to this Section 7.02Agreement, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee shall not have any liability for such expenses pursuant to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02paragraph.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, either resigns pursuant to Subsection (a) of the first sentence of Section 6.04 or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to the Master Servicer or the Special Servicer, until such successor to the Special Servicer is appointed by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as such Master Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to all the Section 3.11 and Section 6.03) benefits, responsibilities, duties duties, liabilities and liabilities limitations on liability relating thereto and arising that arise thereafter placed on such or for the benefit of the Master Servicer or such Special Servicer, as the case may be, Servicer by the terms and provisions hereof; provided, includinghowever, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the terminated party's failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor Special Servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee, in its capacity as successor to the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning Master Servicer or terminated party the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred by the resigning or terminated party predecessor Master Servicer pursuant to Section 3.06 hereunder hereunder, nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunderhereunder solely as a result of its obligations as successor Master Servicer or Special Servicer, as the case may be. As Subject to Section 3.11, as compensation therefor, the Trustee as successor Master Servicer shall be entitled to the Servicing Fees and all fees and other compensation relating to the Mortgage Loans or Companion Loans which the resigning or terminated party Master Servicer would have been entitled to for future services rendered if the resigning Master Servicer had continued to act hereunder, including but not limited to any income or terminated party other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor Master Servicer or successor Special Servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as successor to the Master Servicer or the Special Servicer, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved as an acceptable master a servicer or special servicer, as the case may be, by each Rating Agency, or if the Directing Certificateholder or the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.04 and qualified institution otherwise herein, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such Special Servicer, as the case may be, Servicer hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption in writing by such the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter and upon Rating Agency confirmation, and which appointment has been approved by the Directing Certificateholder, such approval not to be unreasonably withheld. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption of a successor to the Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation with respect to a successor Master Servicer or successor Special Servicer, as the case may be, shall be in excess of that permitted the resigning terminated Master Servicer or terminated party Special Servicer, as the case may be, hereunder. The DepositorTrustee, the Trustee, Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the Trustee or an Affiliate acts pursuant transfer of the servicing function (other than with respect to a termination without cause) under this Section 7.02 as successor to Agreement shall be borne by the resigning or terminated predecessor Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis pointsor Special Servicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02applicable.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, unless a successor is appointed pursuant to Section 6.04, be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to have all (and the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such former Master Servicer or such the Special Servicer, as the case may be, by shall cease to have any) of the terms responsibilities, duties and provisions hereofliabilities (except as provided in the next sentence) of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances, the unmade P&I Advances that gave rise to such Event of Default; provided that, if the Master Servicer is the resigning or terminated party, and if after the Closing Date the Trustee is prohibited by law or regulation from obligating itself to make P&I Advances (as evidenced by an Opinion of Counsel delivered to the Depositor and the Rating Agencies) the Trustee shall not be obligated to make such P&I Advances and provided, further, that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer's or a the Special Servicer's, as the case may be, to cooperate or failure to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) hereunder. Notwithstanding anything contrary in the case of a terminated Master Servicerthis Agreement, the Trustee shall cease in no event be held responsible or liable with respect to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the acts, omissions, representations and warranties of the resigning or terminated party (other than the Trustee) or for any losses incurred by the such resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunderhereunder (other than fees already earned, including, without limitation, Workout Fees). Notwithstanding the aboveabove and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee may, if it is shall be unwilling in its sole discretion to so actact as either Master Servicer or Special Servicer, as the Trustee case may (andbe, or shall, if it is unable to so actact as either Master Servicer or Special Servicer, as the case may be, or shall, if the Trustee is not approved as an acceptable a master servicer or a special servicer, as the case may be, by each any of the Rating Agency, Agencies or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, subject to the approval of each of the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates) or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution that meets the requirements of Section 6.02 (including, without limitation, rating agency confirmation); provided, however, that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class to designate a successor pursuant to Section 6.09. Except with respect to an appointment provided below, no appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and qualified liabilities under this Agreement. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such Special Servicerhereunder (including, as without limitation, the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant obligation to Section 3.27(kmake P&I Advances), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No which appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be will become effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove providedimmediately. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such Such successor and each the other party parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) (1) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination in accordance with Section 13.05 hereof, the Trustee, or such other person appointed by the Trustee pursuant to Section 7.01this paragraph, the Trustee shall be separately assume and become the successor in all respects to that Master the Servicer or that Special Servicer, as the case may be, in its capacity as such Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master shall be assumed by the Trustee (except for any representations or warranties of the Servicer or such Special Servicerunder this Agreement, as the case may beresponsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof, hereof including, if such Master Servicer is the resigning or terminated partywithout limitation, the applicable Master Servicer’s obligation obligations to make AdvancesAdvances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.03; and provided further, that (i) any failure to perform such duties or responsibilities caused by the Servicer’s failure of a Master Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master to the Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees and other compensation funds relating to the Mortgage Loans to which the resigning or terminated party Servicer would have been entitled to for future services rendered if the resigning or terminated party it had continued to act hereunder. Notwithstanding the aboveabove and subject to Section 7.02(a)(2) below, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, act or if the Trustee it is not approved as an acceptable master servicer or special servicer, as the case may be, prohibited by each Rating Agency, law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to a majority at least 66% of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests request in writing, writing to the Trustee shall), promptly appoint, appoint or petition a court of competent jurisdiction to appoint, a Xxxxxx Xxx or Xxxxxxx Mac approved mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the ratings then assigned to any established of the Certificates and qualified institution having a net worth of not less than $10,000,000, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such Master Servicer or such Special Servicercosts (provided, as that if the case may be, hereunder; provided that (i) such appointment Trustee is the subject predecessor Servicer by reason of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce such costs shall be paid by the Excess Servicing Fee Rate Servicer preceding the Trustee as successor servicer), and if such predecessor or initial Servicer, as applicable, defaults in its obligation to pay such costs, such costs shall be paid by the extent reasonably necessary successor Servicer or the Trustee (in which case the sole discretion successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02Trust Fund).

Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the case may be, by the terms and provisions hereof, including, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) ); and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer the Master Servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer, the Special Servicer or that Special Servicer(unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, by the terms and provisions hereof, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c)hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or nor any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which (subject to Section 3.11) that the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, of commercial mortgage loans; or if the Directing Certificateholder or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of Trustee; or if the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on REMIC Administrator is the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, resigning or terminated party and the Trustee shall)had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer, the Special Servicer or Special Servicerthe REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (andthat, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to has been approved by the Subordinate Class Representative andDirecting Certificateholder, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted which consent with respect to the identity Master Servicer shall not be unreasonably withheld or delayed; provided that such appointment does not result in the downgrading, qualification (if applicable) or withdrawal of any rating then assigned by any Rating Agency to any Class of Certificates or Companion Loan Securities (although it need not have approved) as evidenced by written confirmation thereof from each Rating Agency); provided, further in the case of a resigning or terminated Special Servicer, such successorappointment shall be subject to the rights of the Majority Certificateholder of the Controlling Class to designate a successor pursuant to Section 3.23. No appointment of a successor to a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator hereunder shall be effective until the assumption by of the successor to such successor party of all its responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer, and pending such appointment and assumptionthe Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in such capacity as hereinabove provided. In Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates or Companion Loan Securities), as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder (including, without limitation, the obligation to make P&I Advances), which appointment will become effective immediately. Subject to Section 3.11 and in connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Mortgage Loans or otherwise as it and such successor shall agree; provided that provided, however, no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the transfer of the foregoing functions under this Agreement (other than the set-up costs of the successor) shall be borne by the predecessor Master Servicer, Special Servicer or REMIC Administrator, as applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within 30 days of its receipt of an invoice therefor, shall be an expense of the Trust; provided that such predecessor Master Servicer, Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and provided, further, if the Trustee or an Affiliate acts pursuant is directed to this Section 7.02 as successor to do so by the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis pointsDirecting Certificateholder, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects shall pursue any remedy against any party obligated to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02make such reimbursement.

Trustee to Act; Appointment of Successor. On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or the Special Servicer, as applicablethe case may be, has not been appointed by either resigns pursuant to the resigning Master Servicer or Special Servicer, as applicable, under first sentence of Section 6.04), 6.04 or receives a notice of termination for cause pursuant to Section 7.017.01(a), and provided that no acceptable successor has been appointed, the Trustee shall be the successor in all respects to that Master the Servicer or that Special Servicer, as the case may be, in all respects in its capacity as such Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties duties, liabilities and liabilities limitations on liability relating thereto and arising that arise thereafter placed on such Master or for the benefit of the Servicer or such Special Servicer, as the case may be, Servicer by the terms and provisions hereof; provided, includinghowever, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the terminated party's failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a Master successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen prior to its termination as Servicer, and the appointment of a successor Special Servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning Servicer or terminated party the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Servicer or Special Servicer or for any losses incurred by the resigning or terminated party Servicer pursuant to Section 3.06 hereunder hereunder, nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee as successor Servicer shall be entitled to the Servicing Fees and all fees and other compensation relating to the Mortgage Loans which the resigning or terminated party Servicer would have been entitled to for future services rendered if the resigning Servicer had continued to act hereunder, including but not limited to any income or terminated party other benefit from any Permitted Investment pursuant to Section 3.06, and as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Servicer or the Special Servicer, the Trustee shall be afforded the same standard of care and liability as the Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor Servicer or successor Special Servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as successor to the Servicer or Special Servicer, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved as an acceptable master a servicer or special servicer, as the case may beapplicable, by each Rating Agency, Agency or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.04 and qualified institution otherwise herein, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may be, Servicer hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master the Servicer or a the Special Servicer hereunder shall be effective until the assumption in writing by such the successor to the Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter. Pending appointment of a successor to the Servicer or the Special Servicer hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption of a successor to the Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation with respect to a successor Servicer or successor Special Servicer, as the case may be, shall be in excess of that permitted the resigning terminated Servicer or terminated party Special Servicer, as the case may be, hereunder. The DepositorTrustee, the Trustee, Servicer or the Special Servicer (whichever is not the terminated party) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to transfer of the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero servicing function (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant with respect to a termination without cause) under this Section 7.02, it may reduce Agreement shall be borne by 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 Master Servicer that meets the requirements of this Section 7.02predecessor servicer.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to the first paragraph of Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 5.04 or receives a notice of termination pursuant to Section 7.016.01, the Trustee shall be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer or such the Special Servicer, as the case may be, by the terms and provisions hereof, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer's or a the Special Servicer's, as the case may be, failure to cooperate or to provide information or monies as required by Section 7.01 6.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c)hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or nor any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so actunable, or if the Trustee is not approved as an acceptable a successor master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates Bonds entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing shall request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such the Special Servicer, as the case may be, hereunder; provided that (i) such appointment is does not result in the subject downgrading, withdrawal or qualification of a any rating then assigned by either Rating Agency Confirmation to any Class of Bonds (as evidenced by written confirmation to such effect from each Rating Agency (and, if applicable pursuant to Section 3.27(kAgency), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by of the successor to such successor party of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The DepositorOwner Trustee, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, unless and until a successor is appointed pursuant to Section 6.04, Section 6.09 or Section 7.01(c), be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to have all (and the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such former Master Servicer or such the Special Servicer, as the case may be, by shall cease to have any) of the terms responsibilities, duties and provisions hereofliabilities of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances, including in connection with any termination of the Master Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade P&I Advances that gave rise to such Event of Default; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer's or a the Special Servicer's, as the case may be, to cooperate or failure to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the hereunder. The Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunderhereunder (except as set forth in Section 3.11(b)). Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as either Master Servicer or Special Servicer, as the Trustee case may (andbe, or shall, if it is unable to so actact as either Master Servicer or Special Servicer, as the case may be, or if the Trustee is not approved as an acceptable a master servicer or a special servicer, as the case may be, by each any of the Rating AgencyAgencies, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified mortgage loan servicing institution as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the resigning or terminated Master Servicer or such the Special Servicer, as the case may be, hereunder; provided provided, however, that no such appointee shall succeed to the rights and obligations of the Master Servicer or Special Servicer hereunder unless (i) as confirmed in writing by each of the Rating Agencies, such appointment is the subject of a succession will not result in an Adverse Rating Agency Confirmation from each Rating Agency (andEvent, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (appointee makes the applicable representations and warranties set forth in Section 3.24; and provided, further, that in the case of a successor to the resigning or terminated Master Special Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable appointment shall be subject to the Subordinate Class Representative and, if such successor has rights of the Holders of Certificates evidencing a master servicer rating from Fitch that is “CMS3” or above, majority of the Subordinate Class Representative shall have been consulted with respect Voting Rights allocated to the identity of (although it need not have approved) such successorControlling Class to designate a successor pursuant to Section 6.09. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by the successor to such successor party of all its responsibilities, duties and liabilities under this Agreement. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree, subject to the terms of this Agreement limiting the use of funds Received in respect of a Loan Group to matters related to such Loan Group; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such Such successor and each the other party parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in its capacity as such connection with a resignation of the Servicer or the Special Servicer under Section 6.4(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer under Section 6.4(b)) in all respects under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on such Master the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, by shall be indemnified to the terms and provisions hereoffull extent provided to the Servicer or Special Servicer, includingas applicable, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure under this Agreement. The appointment of a Master successor Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by affect any liability of the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning Terminated Party herein or terminated party in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the resigning or terminated party pursuant to Section 3.06 hereunder Terminated Party nor shall the Trustee Terminating Party or any other successor Servicer or Special Servicer be required to purchase any the Mortgage Loan hereunder. None of the Trustee, the Terminating Party, the successor Servicer or the Special Servicer shall have any responsibility nor shall any of them be in default hereunder or incur any liability for any failure, error, malfunction or any delay in carrying out any of its duties under this Agreement if any such failure or delay results from the Trustee, the Terminating Party, successor Servicer or successor Special Servicer acting in accordance with information prepared or supplied by any other Person or the failure of any such Person to prepare or provide such information. None of the Trustee, the Terminating Party, the successor Servicer or the successor Special Servicer shall have any responsibility, shall be in default or shall incur any liability (i) for any failure to act by any third party, including the predecessor Servicer, the predecessor Special Servicer, the current Servicer or Special Servicer (if the successor is not succeeding to 160 such capacities), the Depositor or the Trustee or for any inaccuracy or omission in a notice or communication received by the successor from any third party or (ii) which is due to or results from the invalidity, unenforceability of the Mortgage Loan, Loan Agreement or any other agreement under applicable law; provided that nothing herein shall in any way diminish the duty of the Terminated Party to perform its obligations under Section 7.1(e). As compensation therefor, the Trustee Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all fees and other compensation with respect to the Mortgage Loan to which the resigning or terminated party Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession to for future services rendered which the Terminated Party would have been entitled if the resigning or terminated party it had continued to act hereunderhereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights (taking into account the application of the Trust Appraisal Reduction Amount to notionally reduce the Certificate Balances of the Certificates) of all then outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agencies as an acceptable master servicer a Servicer or special servicerSpecial Servicer, as the case may be, as evidenced by each a Rating Agency, Agency Confirmation or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Rating Agency Confirmation is not obtained, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such the Special Servicer, as the case may beapplicable, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer Terminated Party hereunder shall be effective until the assumption by such successor of all its the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such the applicable capacity as hereinabove herein above provided. Any appointment or succession by the Trustee to the rights and obligations of the Special Servicer hereunder shall be subject to the Controlling Class Representative’s right to replace the Special Servicer during any Subordinate Control Period. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise Loan as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted the Terminated Party shall be paid pursuant to Section 3.4(c). The Depositor, the Trustee, the Certificate Administrator, the Servicer (as applicable), the Special Servicer (as applicable) and such successor and each other party hereto shall take such action, consistent with this Agreement and the Co-Lender Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, either resigns pursuant to Subsection (a) of the first sentence of Section 6.04 or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to the Master Servicer or the Special Servicer, until such successor is appointed by the Directing Certificateholder as provided in Section 7.01(c), as applicable, in all respects in its capacity as such Master Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to all the Section 3.11 and Section 6.03) benefits, responsibilities, duties duties, liabilities and liabilities limitations on liability relating thereto and arising that arise thereafter placed on such or for the benefit of the Master Servicer or such Special Servicer, as the case may be, Servicer by the terms and provisions hereof; provided, includinghowever, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the terminated party's failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor Special Servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning Master Servicer or terminated party the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred by the resigning or terminated party Master Servicer pursuant to Section 3.06 hereunder hereunder, nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunderhereunder solely as a result of its obligations as successor Master Servicer or Special Servicer, as the case may be. As Subject to Section 3.11, as compensation therefor, the Trustee as successor Master Servicer shall be entitled to the Servicing Fees and all fees and other compensation relating to the Mortgage Loans which the resigning or terminated party Master Servicer would have been entitled to for future services rendered if the resigning Master Servicer had continued to act hereunder, including but not limited to any income or terminated party other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor Master Servicer or successor Special Servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as successor to the Master Servicer or Special Servicer, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved as an acceptable master a servicer or special servicer, as the case may be, by each Rating Agency, or if the Directing Certificateholder or the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.04 and qualified institution otherwise herein, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such Special Servicer, as the case may be, Servicer hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption in writing by such the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter and upon Rating Agency confirmation, and which appointment has been approved by the Directing Certificateholder, such approval not to be unreasonably withheld. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption of a successor to the Master Servicer or Special Servicer as described herein, the Trustee or the Master Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation with respect to a successor Master Servicer or successor Special Servicer, as the case may be, shall be in excess of that permitted the resigning terminated Master Servicer or terminated party Special Servicer, as the case may be, hereunder. The DepositorTrustee, the Trustee, Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to transfer of the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero servicing function (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant with respect to a termination without cause) under this Section 7.02, it may reduce Agreement shall be borne by 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 Master Servicer that meets the requirements of this Section 7.02predecessor servicer.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer, the Special Servicer or that Special Servicer(unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, by the terms and provisions hereof, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c)hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or nor any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation compensation, (subject to Section 3.11) which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, by each Rating Agencyof commercial mortgage loans, or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of Trustee, or if the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on REMIC Administrator is the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, resigning or terminated party and the Trustee shall)had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer, the Special Servicer or Special Servicerthe REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, hereunder; provided that (i) such appointment is does not result in the subject downgrading, qualification or withdrawal of a any rating then assigned by any Rating Agency Confirmation to any Class of Certificates (as evidenced by written confirmation thereof from each Rating Agency (and, if applicable pursuant to Section 3.27(kAgency), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator hereunder shall be effective until the assumption by of the successor to such successor party of all its responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer, and pending such appointment and assumptionthe Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in such capacity as hereinabove provided. In Subject to Section 3.11 and in connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the transfer of the foregoing functions under this Agreement (other than the set-up costs of the successor) shall be borne by the predecessor Master Servicer, Special Servicer or REMIC Administrator, as applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within thirty days of its receipt of an invoice therefor, shall be an expense of the Trust; provided that such predecessor Master Servicer, Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and provided, further, that the Trustee or an Affiliate acts pursuant shall decide whether and to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate what extent it is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion best interest of the Trustee) for the Trustee Certificateholders to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02pursue any remedy against any party obligated to make such reimbursement.

Trustee to Act; Appointment of Successor. (a) On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the case may be, by the terms and provisions hereof, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided provided, that (i) any failure to perform such duties or responsibilities caused by the failure of a the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the case may be, hereunder; provided provided, that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (andAgency, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rervicer rating from Fitch [__] that is “CMS3[__] ” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch [__] that is “CMS3[__]” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.04(a) (6.04 or receives a notice of termination for cause pursuant to Section 7.01(b), and a provided that no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to all the Section 3.11 and Section 6.03) benefits, responsibilities, duties duties, liabilities and liabilities limitations on liability relating thereto and arising that arise thereafter placed on such or for the benefit of the Master Servicer or such Special Servicer, as the case may beapplicable, by the terms and provisions hereof; provided, includinghowever, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning Master Servicer or terminated party the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred by the resigning or terminated party predecessor Master Servicer pursuant to Section 3.06 hereunder hereunder, nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunderor Trust Companion Loan hereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may be. As Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees and other compensation relating to the Mortgage Loans, the Companion Loans or the Trust Companion Loans which the resigning or terminated party Master Servicer would have been entitled to for future services rendered if the resigning Master Servicer had continued to act hereunder, including but not limited to any income or terminated party other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as successor to the Master Servicer or the Special Servicer, the Trustee may (andas applicable, or shall, if it is unable to so act, or if the Trustee is not approved as an acceptable master a servicer or special servicer, as the case may be, by each Rating Agency, or if if, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder or the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.04 and qualified institution otherwise herein, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such Special Servicer, as the case may be, Servicer hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until (i) the assumption in writing by such the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter, (ii) upon receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30), (iii) which appointment has been approved (prior to the occurrence and continuance of a Control Event) by the Directing Certificateholder, such approval not to be unreasonably withheld and (iv) the Certificate Administrator shall have filed any required Form 8-K pursuant to Section 11.07 hereof and any other Form 8-K filings have been completed with respect to any related Companion Loan. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption of a successor to the Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise and the Trust Companion Loans as it and such successor shall agree; provided provided, however, that no such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the resigning terminated Master Servicer or terminated party Special Servicer, as the case may be, hereunder. The DepositorTrustee, the Trustee, Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any costs and expenses associated with the transfer of the servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the Trustee case may be) has not reimbursed the party requesting such termination or an Affiliate acts pursuant to this Section 7.02 as the successor to Master Servicer or Special Servicer for such expenses within 90 days after the resigning or presentation of reasonable documentation, such expense shall be reimbursed by the Trust Fund; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an Affiliate affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust Fund. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or Special Servicer pursuant to this Section 7.02Agreement, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee shall not have any liability for such expenses pursuant to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02paragraph.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, unless and until a successor is appointed pursuant to Section 6.04, Section 6.09, Section 7.01(c) or Section 7.01(d), be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to have all (and the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such former Master Servicer or such the Special Servicer, as the case may be, by shall cease to have any) of the terms responsibilities, duties and provisions hereofliabilities of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances, including in connection with any termination of the Master Servicer for an Event of Default described in clause 7.01(a)(iii), the unmade P&I Advances that gave rise to such Event of Default; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer's or a the Special Servicer's, as the case may be, to cooperate or failure to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the hereunder. The Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, subject to the last sentence of the second paragraph of Section 3.11(c), the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as either Master Servicer or Special Servicer, as the Trustee case may (andbe, or shall, if it is unable to so actact as either Master Servicer or Special Servicer, as the case may be, or if the Trustee is not approved as an acceptable a master servicer or a special servicer, as the case may be, by each any of the Rating AgencyAgencies, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appointappoint (subject, in the case of a resigning or terminated Special Servicer, to any applicable consultation rights of any particular related Serviced Non-Trust Mortgage Loan Noteholder(s) under the related Co-Lender Agreement), or petition a court of competent jurisdiction to appoint, any established and qualified mortgage loan servicing institution as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the resigning or terminated Master Servicer or such the Special Servicer, as the case may be, hereunder; provided provided, however, that no such appointee shall succeed to the rights and obligations of the Master Servicer or Special Servicer hereunder unless (i) such appointment is the subject of a Rating Agency Confirmation from as confirmed in writing by each Rating Agency (and, if applicable pursuant applicable, by Fitch, such succession will not result in an Adverse Rating Event with respect to Section 3.27(k)any Class of Certificates or any class of Specially Designated Non-Trust Mortgage Loan Securities rated by such rating agency, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (appointee makes the applicable representations and warranties set forth in Section 3.23 or Section 3.24, as applicable; and provided, further, that in the case of a successor to the resigning or terminated Master Special Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable appointment shall be subject to the Subordinate rights of the Majority Controlling Class Representative and, if such Certificateholder(s) to designate a successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect pursuant to the identity of (although it need not have approved) such successorSection 6.09. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by the successor to such successor party of all its responsibilities, duties and liabilities under this Agreement. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Serviced Mortgage Loans or otherwise and the Administered REO Properties as it and such successor shall agree, subject to the terms of this Agreement and/or the related Co-Lender Agreement limiting the use of funds received in respect of a Serviced Loan Combination to matters related to such Loan Combination; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such Such successor and each the other party parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) (1) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination in accordance with Section 13.05 hereof, the Trustee, or such other person appointed by the Trustee pursuant to Section 7.01this paragraph, the Trustee shall be separately assume and become the successor in all respects to that Master the Servicer or that Special Servicer, as the case may be, in its capacity as such Servicer under this Agreement and the transactions set forth or provided for herein herein, and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master shall be assumed by the Trustee (except for any representations or warranties of the Servicer or such Special Servicerunder this Agreement, as the case may beresponsibilities, duties and liabilities contained in Section 2.05 and the obligation to deposit amounts in respect of losses pursuant to Section 3.12) by the terms and provisions hereof, hereof including, if such Master Servicer is the resigning or terminated partywithout limitation, the applicable Master Servicer’s obligation 's obligations to make AdvancesAdvances pursuant to Section 4.03; provided, however, that if the Trustee is prohibited by law or regulation from obligating itself to make advances regarding delinquent mortgage loans, then the Trustee shall not be obligated to make Advances pursuant to Section 4.03; and provided further, that (i) any failure to perform such duties or responsibilities caused by the Servicer's failure of a Master Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master to the Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to the Servicing Fee and all fees and other compensation funds relating to the Mortgage Loans to which the resigning or terminated party Servicer would have been entitled to for future services rendered if the resigning or terminated party it had continued to act hereunder. Notwithstanding the aboveabove and subject to Section 7.02(a)(2) below, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, act or if the Trustee it is not approved as an acceptable master servicer or special servicer, as the case may be, prohibited by each Rating Agency, law from making advances regarding delinquent mortgage loans or if the Holders of Certificates entitled to a majority at least 66% of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests request in writing, writing to the Trustee shall), promptly appoint, appoint or petition a court of competent jurisdiction to appoint, a Xxxxxx Xxx or Xxxxxxx Mac approved mortgage loan servicing institution acceptable to each Rating Agency without qualification, withdrawal or downgrading of the ratings then assigned to any established of the Certificates and qualified institution having a net worth of not less than $10,000,000, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder under this Agreement in the assumption of all or any part of the responsibilities, duties or liabilities of the Servicer under this Agreement. All Servicing Transfer Costs shall be paid by the predecessor Servicer upon presentation of reasonable documentation of such Master Servicer or such Special Servicercosts (provided, as that if the case may be, hereunder; provided that (i) such appointment Trustee is the subject predecessor Servicer by reason of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce such costs shall be paid by the Excess Servicing Fee Rate Servicer preceding the Trustee as successor servicer), and if such predecessor or initial Servicer, as applicable, defaults in its obligation to pay such costs, such costs shall be paid by the extent reasonably necessary successor Servicer or the Trustee (in which case the sole discretion successor Servicer or the Trustee, as applicable, shall be entitled to reimbursement therefor from the assets of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02Trust Fund).

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer or such the Special Servicer, as the case may be, by the terms and provisions hereof, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided provided, however, that (i) any failure to perform such duties or responsibilities caused by the failure of a the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a an Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such the Special Servicer, as the case may be, hereunder; provided provided, however, that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k)applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) ); and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer the Master Servicer rating from Fitch that is “CMS3CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis pointsServicer, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.6(b), the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in its capacity as such connection with a resignation of the Servicer or the Special Servicer under Section 6.6(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer under Section 6.6(b)) in all respects under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on such Master the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, by shall be indemnified to the terms and provisions hereof, including, if such Master Servicer is full extent provided to the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure Trustee under this Agreement. The appointment of a Master successor Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by affect any liability of the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning Terminated Party herein or terminated party in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the resigning or terminated party pursuant to Section 3.06 hereunder Terminated Party nor shall the Trustee Terminating Party or any other successor Servicer or Special Servicer be required to purchase any the Mortgage Loan hereunder. As compensation therefor, the Trustee Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all fees and other compensation with respect to the Mortgage Loan to which the resigning or terminated party Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession to for future services rendered which the Terminated Party would have been entitled if the resigning or terminated party it had continued to act hereunderhereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agency as an acceptable master servicer a Servicer or special servicerSpecial Servicer, as the case may be, as evidenced by each a Rating AgencyAgency Confirmation, or if the Holders of Certificates entitled to a majority of all Rating Agency do not provide written confirmation that the Voting Rights (determined without notionally reducing the Class Principal Balances succession of the Certificates by any Appraisal Reduction Amounts) (orTrustee as Servicer or Special Servicer, alternativelyas the case may be, if will not cause a Servicer Termination Event on the part downgrade, qualification or withdrawal of the applicable Special Servicer has occurred during a Subordinate Control Period, then current ratings of the Subordinate Class Representative) so requests in writing, the Trustee shall)Certificates, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may beapplicable, hereunder; provided that (i) such appointment so long as no Control Termination Event is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or abovecontinuing, the Subordinate Controlling 173 Class Representative shall have been consulted with respect the right to the identity of (although it need not have approved) approve any such successorsuccessor Special Servicer. No appointment of a successor to a Master Servicer or a Special Servicer Terminated Party hereunder shall be effective until the assumption by such successor of all its the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such the applicable capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise Loan as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted to the resigning Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted to the Terminated Party shall be paid pursuant to Section 3.4(c); provided, further; that, so long as no Control Termination Event or terminated party hereunderConsultation Termination Event is in effect, the Trustee shall consult with the Controlling Class Representative (on a non-binding basis) prior to the appointment of a successor to the Terminated Party at amounts in excess of that permitted to the Terminated Party as set forth in the immediately preceding proviso. The Depositor, the Certificate Administrator, the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, either resigns pursuant to Subsection (a) of the first sentence of Section 6.04 or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to the applicable Master Servicer or the Special Servicer, until such successor is appointed by the Directing Certificateholder as provided in Section 7.01(c), as applicable, in all respects in its capacity as such a Master Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to all the Section 3.11 and Section 6.03) benefits, responsibilities, duties duties, liabilities and liabilities limitations on liability relating thereto and arising that arise thereafter placed on such or for the benefit of the Master Servicer or such Special Servicer, as the case may be, Servicer by the terms and provisions hereof; provided, includinghowever, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the terminated party's failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor Master Servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor Special Servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of such Master Servicer or the resigning Special Servicer, respectively, herein or terminated party in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred by the resigning or terminated party such Master Servicer pursuant to Section 3.06 hereunder hereunder, nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunderhereunder solely as a result of its obligations as successor Master Servicer or Special Servicer, as the case may be. As Subject to Section 3.11, as compensation therefor, the Trustee as successor Master Servicer shall be entitled to the Servicing Fees and all fees and other compensation relating to the Mortgage Loans which the resigning or terminated party such Master Servicer would have been entitled to for future services rendered if such Master Servicer had continued to act hereunder, including but not limited to any income or other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the resigning or terminated party Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as such Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor Master Servicer or successor Special Servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as successor to the Master Servicer or Special Servicer, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved as an acceptable master a servicer or special servicer, as the case may be, by each Rating Agency, or if the Directing Certificateholder or the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.04 and qualified institution otherwise herein, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the case may be, Servicer hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master Servicer or a the Special Servicer hereunder shall be effective until the assumption in writing by such the successor to the applicable Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter and upon Rating Agency confirmation, and which appointment has been approved by the Directing Certificateholder, such approval not to be unreasonably withheld. Pending appointment of a successor to a Master Servicer or the Special Servicer hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption of a successor to the applicable Master Servicer or Special Servicer as described herein, the Trustee or the applicable Master Servicer, as the case may be, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation with respect to a successor Master Servicer or successor Special Servicer, as the case may be, shall be in excess of that permitted the resigning terminated Master Servicer or terminated party Special Servicer, as the case may be, hereunder. The Depositor, the Trustee, each Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to transfer of the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero servicing function (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant with respect to a termination without cause) under this Section 7.02, it may reduce Agreement shall be borne by 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 Master Servicer that meets the requirements of this Section 7.02predecessor servicer.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, unless a successor is appointed pursuant to Section 6.04 or 6.09, be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to have all (and the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such former Master Servicer or such the Special Servicer, as the case may be, by shall cease to have any) of the terms responsibilities, duties and provisions hereofliabilities (except as provided in the next sentence) of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances, the unmade P&I Advances that gave rise to such Event of Default; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer's or a the Special Servicer's, as the case may be, to cooperate or failure to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) hereunder. Notwithstanding anything contrary in the case of a terminated Master Servicerthis Agreement, the Trustee shall cease in no event be held responsible or liable with respect to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party (other than the Trustee) or for any losses incurred by the such resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the aboveabove and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee may, if it is shall be unwilling in its sole discretion to so actact as either Master Servicer or Special Servicer, as the Trustee case may (andbe, or shall, if it is unable to so actact as either Master Servicer or Special Servicer, as the case may be, or shall, if the Trustee is not approved as an acceptable a master servicer or a special servicer, as the case may be, by each any of the Rating AgencyAgencies, or if either the Controlling Class Representative or the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, subject to the approval of each of the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution that meets the requirements of Section 6.02 (including, without limitation, rating agency confirmation), which institution shall, in the case of an appointment by the Trustee, be reasonably acceptable to the Controlling Class Representative; provided, however, that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Holders or Certificate Owners of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class to designate a successor pursuant to Section 6.09. Except with respect to an appointment provided below, no appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and qualified liabilities under this Agreement. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event), as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such Special Servicerhereunder (including, as without limitation, the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant obligation to Section 3.27(kmake P&I Advances), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No which appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be will become effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove providedimmediately. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise and REO Properties as it and such successor shall agree, subject to the terms of this Agreement and/or any Loan Combination Intercreditor Agreement limiting the use of funds received in respect of a Loan Combination to matters related to the related Loan Combination; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such Such successor and each the other party parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer, the Special Servicer or that Special Servicer(unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, by the terms and provisions hereof, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c)hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or nor any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation compensation, (subject to Section 3.11) which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, by each Rating Agencyof commercial mortgage loans, or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of Trustee, or if the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on REMIC Administrator is the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, resigning or terminated party and the Trustee shall)had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer, the Special Servicer or Special Servicerthe REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, hereunder; provided that (i) such appointment is does not result in the subject downgrading, qualification (if applicable) or withdrawal of a any rating then assigned by any Rating Agency Confirmation to any Class of Certificates (as evidenced by written confirmation thereof from each Rating Agency (and, if applicable pursuant to Section 3.27(kAgency), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator hereunder shall be effective until the assumption by of the successor to such successor party of all its responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer, and pending such appointment and assumptionthe Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in such capacity as hereinabove provided. In Subject to Section 3.11 and in connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the transfer of the foregoing functions under this Agreement (other than the set-up costs of the successor) shall be borne by the predecessor Master Servicer, Special Servicer or REMIC Administrator, as applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within thirty days of its receipt of an invoice therefor, shall be an expense of the Trust; provided that such predecessor Master Servicer, Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and provided, further, that the Trustee or an Affiliate acts pursuant shall decide whether and to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate what extent it is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion best interest of the Trustee) for the Trustee Certificateholders to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02pursue any remedy against any party obligated to make such reimbursement.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, unless a successor is appointed pursuant to Section 6.04 or 6.09, be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to have all (and the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such former Master Servicer or such the Special Servicer, as the case may be, by shall cease to have any) of the terms responsibilities, duties and provisions hereofliabilities (except as provided in the next sentence) of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances, the unmade P&I Advances that gave rise to such Event of Default; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer's or a the Special Servicer's, as the case may be, to cooperate or failure to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) hereunder. Notwithstanding anything contrary in the case of a terminated Master Servicerthis Agreement, the Trustee shall cease in no event be held responsible or liable with respect to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party (other than the Trustee) or for any losses incurred by the such resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunderhereunder (subject to Section 3.11(a) with respect to the Excess Servicing Strip). Notwithstanding the aboveabove and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee may, if it is shall be unwilling in its sole discretion to so actact as either Master Servicer or Special Servicer, as the Trustee case may (andbe, or shall, if it is unable to so actact as either Master Servicer or Special Servicer, as the case may be, or shall, if the Trustee is not approved as an acceptable a master servicer or a special servicer, as the case may be, by each any of the Rating AgencyAgencies, or if either the Controlling Class Representative or the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, subject to the approval of each of the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event or a Glendale Galleria Related MBS Adverse Rating Event, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution that meets the requirements of Section 6.02 (including, without limitation, rating agency confirmation), which institution shall, in the case of an appointment by the Trustee, be reasonably acceptable to the Controlling Class Representative; provided, however, that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Holders or Certificate Owners of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class to designate a successor pursuant to Section 6.09. Except with respect to an appointment provided below, no appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and qualified liabilities under this Agreement. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause an Adverse Rating Event), as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such Special Servicerhereunder (including, as without limitation, the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant obligation to Section 3.27(kmake P&I Advances), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No which appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be will become effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove providedimmediately. In connection with any such appointment and assumptionassumption described herein, the Trustee may (subject to Section 3.11(a) with respect to the Excess Servicing Strip) make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise and REO Properties as it and such successor shall agree, subject to the terms of this Agreement and/or any Loan Combination Intercreditor Agreement limiting the use of funds received in respect of a Loan Combination to matters related to the related Loan Combination; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such Such successor and each the other party parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in its capacity as such connection 152 with a resignation of the Servicer or the Special Servicer under Section 6.6(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer under Section 6.6(b)) in all respects under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on such Master the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, by shall be indemnified to the terms and provisions hereof, including, if such Master Servicer is full extent provided to the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure Trustee under this Agreement. The appointment of a Master successor Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by affect any liability of the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning Terminated Party herein or terminated party in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the resigning or terminated party pursuant to Section 3.06 hereunder Terminated Party nor shall the Trustee Terminating Party or any other successor Servicer or Special Servicer be required to purchase any Mortgage the Whole Loan hereunder. As compensation therefor, the Trustee Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all fees and other compensation with respect to the Whole Loan to which the resigning or terminated party Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession to for future services rendered which the Terminated Party would have been entitled if the resigning or terminated party it had continued to act hereunderhereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agencies as an acceptable master servicer a Servicer or special servicerSpecial Servicer, as the case may be, as evidenced by each a Rating AgencyAgency Confirmation, or if the Holders of Certificates entitled to a majority of all Rating Agencies do not provide written confirmation that the Voting Rights (determined without notionally reducing the Class Principal Balances succession of the Certificates by any Appraisal Reduction Amounts) (orTrustee as Servicer or Special Servicer, alternativelyas the case may be, if will not cause a Servicer Termination Event on the part downgrade, qualification or withdrawal of the applicable Special Servicer has occurred during a Subordinate Control Period, then current ratings of the Subordinate Class Representative) so requests in writing, the Trustee shall)Certificates, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may beapplicable, hereunder; provided that (i) such appointment for so long as no Control Termination Event has occurred or is continuing the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Controlling Class Representative shall have been consulted with respect the right to the identity of (although it need not have approved) approve any such successorsuccessor Special Servicer. No appointment of a successor to a Master Servicer or a Special Servicer Terminated Party hereunder shall be effective until the assumption by such successor of all its the Terminated Party’s responsibilities, duties and liabilities hereunder. Pending appointment of a successor to a Terminated Party hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such the applicable capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption described 153 herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise Whole Loan as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted to the resigning or terminated party Terminated Party hereunder, except that if no successor to the Terminated Party can be obtained to perform the obligations of such Terminated Party hereunder, additional amounts shall be paid to such successor and such amounts in excess of that permitted to the Terminated Party shall be paid pursuant to Section 3.4(c); provided, further; that, for so long as no Consultation Termination Event has occurred and is continuing, the Trustee shall consult with the Controlling Class Representative (on a non-binding basis) prior to the appointment of a successor to the Terminated Party at such amounts in excess of that permitted the Terminated Party. The Depositor, the Certificate Administrator, the Trustee, the Servicer (as applicable), the Special Servicer (as applicable) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer, the Special Servicer or that Special Servicer(unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, by the terms and provisions hereof, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c)hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or nor any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which (subject to Section 3.11) that the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, of commercial mortgage loans; or if the Directing Certificateholder or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of Trustee; or if the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on REMIC Administrator is the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, resigning or terminated party and the Trustee shall)had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer, the Special Servicer or Special Servicerthe REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (andprovided, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to has been approved by the Subordinate Class Representative andDirecting Certificateholder, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted which consent with respect to the identity Master Servicer shall not be unreasonably withheld or delayed; provided that such appointment does not result in the downgrading, qualification (if applicable) or withdrawal of any rating then assigned by any Rating Agency to any Class of Certificates (although it need not have approved) as evidenced by written confirmation thereof from each Rating Agency); provided further that in the case of a resigning or terminated Special Servicer, such successorappointment shall be subject to the rights of the Majority Certificateholder of the Controlling Class to designate a successor pursuant to Section 3.23. No appointment of a successor to a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator hereunder shall be effective until the assumption by of the successor to such successor party of all its responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer, and pending such appointment and assumptionthe Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in such capacity as hereinabove provided. In Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder (including, without limitation, the obligation to make P&I Advances), which appointment will become effective immediately. Subject to Section 3.11 and in connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the transfer of the foregoing functions under this Agreement (other than the set-up costs of the successor) shall be borne by the predecessor Master Servicer, Special Servicer or REMIC Administrator, as applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within 30 days of its receipt of an invoice therefor, shall be an expense of the Trust; provided that such predecessor Master Servicer, Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and provided, further, that if the Trustee or an Affiliate acts pursuant is directed to this Section 7.02 as successor to do so by the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis pointsDirecting Certificateholder, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects shall pursue any remedy against any party obligated to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02make such reimbursement.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer or such the Special Servicer, as the case may be, by the terms and provisions hereof, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative (and in the case of the St. Xxxxx Town Center Loan Combination, during a Subordinate Control Period but only after the occurrence and during the continuance of a Class SJ Control Appraisal Period with respect to the senior-most Class of Control-Eligible Loan-Specific Certificates) during a Subordinate Control Period or, with respect to the St. Xxxxx Town Center Loan Combination, the Loan-Specific Subordinate Class Representative) , prior to the occurrence and continuance of a Class SJ Control Appraisal Period with respect to the senior-most Class of Control-Eligible Loan-Specific Certificates, so requests in writing, the Trustee shall), shall promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such the Special Servicer, as the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative or Loan-Specific Subordinate Class Representative, as applicable, and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative or Loan-Specific Subordinate Class Representative, as applicable, shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, either resigns pursuant to Subsection (a) of the first sentence of Section 6.04 or receives a notice of termination for cause pursuant to Section 7.01(b), and provided that no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to the Servicer or the Special Servicer, until such successor is appointed by the Directing Certificateholder as provided in Section 7.01(c), as applicable, in all respects in its capacity as such Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to all the Section 3.11 and Section 6.03) benefits, responsibilities, duties duties, liabilities and liabilities limitations on liability relating thereto and arising that arise thereafter placed on such Master or for the benefit of the Servicer or such Special Servicer, as the case may be, Servicer by the terms and provisions hereof; provided, includinghowever, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the terminated party's failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a Master successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen prior to its termination as Servicer, and the appointment of a successor Special Servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning Servicer or terminated party the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Servicer or Special Servicer or for any losses incurred by the resigning or terminated party Servicer pursuant to Section 3.06 hereunder hereunder, nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunderhereunder solely as a result of its obligations as successor Servicer or Special Servicer, as the case may be. As Subject to Section 3.11, as compensation therefor, the Trustee as successor Servicer shall be entitled to the Servicing Fees and all fees and other compensation relating to the Mortgage Loans which the resigning or terminated party Servicer would have been entitled to for future services rendered if the resigning Servicer had continued to act hereunder, including but not limited to any income or terminated party other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor Servicer or successor Special Servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as successor to the Servicer, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved as an acceptable master a servicer or special servicer, as the case may be, by each Rating Agency, or if the Directing Certificateholder or the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.04 and qualified institution otherwise herein, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may be, Servicer hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master the Servicer or a the Special Servicer hereunder shall be effective until the assumption in writing by such the successor to the Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter and upon Rating Agency confirmation, and which appointment has been approved by the Directing Certificateholder, such approval not to be unreasonably withheld. Pending appointment of a successor to the Servicer or the Special Servicer hereunder, and pending such appointment and assumptionunless the Trustee or the Servicer, as applicable, shall be prohibited by law from so acting, the Trustee or the Servicer, as applicable, shall act in such capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption of a successor to the Servicer or Special Servicer as described herein, the Trustee or the Servicer, as applicable, may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation with respect to a successor Servicer or successor Special Servicer, as the case may be, shall be in excess of that permitted the resigning terminated Servicer or terminated party Special Servicer, as the case may be, hereunder. The DepositorTrustee, the Trustee, Servicer or the Special Servicer (whichever is not the terminated party) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to transfer of the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero servicing function (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant with respect to a termination without cause) under this Section 7.02, it may reduce Agreement shall be borne by 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 Master Servicer that meets the requirements of this Section 7.02predecessor servicer.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, unless a successor is appointed pursuant to Section 6.04, be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to have all (and the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such former Master Servicer or such the Special Servicer, as the case may be, by shall cease to have any) of the terms responsibilities, duties and provisions hereofliabilities (except as provided in the next sentence) of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make P&I Advances, the unmade P&I Advances that gave rise to such Event of Default; provided that if the Master Servicer is the resigning or terminated party, and if after the Closing Date the Trustee is prohibited by law or regulation from obligating itself to make P&I Advances (ias evidenced by an Opinion of Counsel delivered to the Depositor and the Rating Agencies) the Trustee shall not be obligated to make such P&I Advances; provided, further, that any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer’s or a the Special Servicer’s, as the case may be, to cooperate or failure to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) hereunder. Notwithstanding anything contrary in the case of a terminated Master Servicerthis Agreement, the Trustee shall cease in no event be held responsible or liable with respect to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the acts, omissions, representations and warranties of the resigning or terminated party (other than the Trustee) or for any losses incurred by the such resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunderhereunder (other than fees already earned, including, without limitation, Workout Fees). Notwithstanding the aboveabove and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee may, if it is shall be unwilling in its sole discretion to so actact as either Master Servicer or Special Servicer, as the Trustee case may (andbe, or shall, if it is unable to so actact as either Master Servicer or Special Servicer, as the case may be, or shall, if the Trustee is not approved as an acceptable a master servicer or a special servicer, as the case may be, by each any of the Rating Agency, Agencies or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests request in writing, writing to the Trustee shall), promptly appoint, subject to the approval of each of the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates) or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution that meets the requirements of Section 6.02 (including, without limitation, Rating Agency confirmation); provided, however, that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Holders of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class to designate a successor pursuant to Section 6.09. Except with respect to an appointment provided below, no appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and qualified liabilities under this Agreement. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such Special Servicerhereunder (including, as without limitation, the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant obligation to Section 3.27(kmake P&I Advances), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No which appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be will become effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove providedimmediately. In connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such Such successor and each the other party parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer, the Special Servicer or that Special Servicer(unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, by the terms and provisions hereof, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make P&I Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Servicer’s, the Special Servicer’s or the REMIC Administrator’s, as the case may be, failure to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c)hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or nor any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which (subject to Section 3.11), that the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, of commercial mortgage loans; or if the Directing Certificateholder or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of Trustee; or if the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on REMIC Administrator is the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, resigning or terminated party and the Trustee shall)had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer, the Special Servicer or Special Servicerthe REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, hereunder; provided, in the case of a successor Master Servicer, such successor has been approved by the Directing Certificateholder, which consent with respect to the Master Servicer shall not be unreasonably withheld or delayed; provided that (i) such appointment is does not result in the subject downgrading, qualification (if applicable) or withdrawal of a any rating then assigned by any Rating Agency to any Class of Certificates (as evidenced by receipt of Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(kAgency), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (; provided further that in the case of a successor to the resigning or terminated Master Special Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable appointment shall be subject to the Subordinate rights of the Majority Certificateholder of the Controlling Class Representative and, if such to designate a successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect pursuant to the identity of (although it need not have approved) such successorSection 3.23. No appointment of a successor to a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator hereunder shall be effective until the assumption by of the successor to such successor party of all its responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer, and pending such appointment and assumptionthe Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in such capacity as hereinabove provided. In Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by Rating Agency Confirmation from each Rating Agency), as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder (including, without limitation, the obligation to make P&I Advances), which appointment will become effective immediately. Subject to Section 3.11 and in connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the transfer of the foregoing functions under this Agreement (other than the set-up costs of the successor) shall be borne by the predecessor Master Servicer, Special Servicer or REMIC Administrator, as applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within 30 days of its receipt of an invoice therefor, shall be an expense of the Trust; provided that such predecessor Master Servicer, Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and provided, further, that if the Trustee or an Affiliate acts pursuant is directed to this Section 7.02 as successor to do so by the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis pointsDirecting Certificateholder, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects shall pursue any remedy against any party obligated to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02make such reimbursement.

Trustee to Act; Appointment of Successor. (a) On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, receives a notice of termination pursuant to Section 7.1, or resigns pursuant to Section 6.4(b), the Terminating Party (which term shall include, for the purposes of the remainder of this Section 7.2, the Trustee (or a successor Servicer or Special Servicer including a successor appointed under Section 6.4(a)) in its capacity as such connection with a resignation of the Servicer or the Special Servicer under Section 6.6(b)) shall, unless prohibited by law, be the successor to the Terminated Party (which term shall include, for the purposes of the remainder of this Section 7.2, the resigning party in connection with a resignation of the Servicer of the Special Servicer under Section 6.6(b)) in all respects under this Agreement and the transactions set forth or provided for herein and and, except as provided herein, shall be subject to all the responsibilities, duties duties, limitations on liability and liabilities relating thereto and arising thereafter placed on such Master the Terminated Party by the terms and provisions hereof; provided, however, that (i) neither the Trustee nor the Terminating Party (or any successor Servicer or Special Servicer, as the case may be) shall have responsibilities, duties, liabilities or obligations with respect to any act or omission of the Terminated Party and (ii) any failure to perform, or delay in performing, such duties or responsibilities caused by the Terminated Party’s failure to provide, or delay in providing, records, tapes, disks, information or monies or failure to cooperate as required by this Agreement shall not be considered a default by the Terminating Party or such successor hereunder. The Trustee, as successor Servicer, and any other successor Servicer or Special Servicer, as the case may be, by shall be indemnified to the terms and provisions hereof, including, if such Master Servicer is full extent provided to the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure Trustee under this Agreement. The appointment of a Master successor Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by affect any liability of the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee Terminated Party that may have arisen prior to its termination as such. The Terminating Party shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall not be liable for any of the representations and warranties of the resigning Terminated Party herein or terminated party in any related document or agreement, for any acts or omissions of the Terminated Party or for any losses incurred in respect of any Permitted Investment by the resigning or terminated party pursuant to Section 3.06 hereunder Terminated Party nor shall the Trustee Terminating Party or any other successor Servicer or Special Servicer be required to purchase any Mortgage the Whole Loan hereunder. As compensation therefor, the Trustee Terminating Party as successor Servicer or Special Servicer, as the case may be, shall be entitled to all fees and other compensation with respect to the Whole Loan to which the resigning or terminated party Terminated Party would have been entitled that accrues after the date of the Terminating Party’s succession to for future services rendered which the Terminated Party would have been entitled if the resigning or terminated party it had continued to act hereunderhereunder and, in the case of a successor Special Servicer, the Special Servicing Fee. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Holders of Certificates having greater than 25% of the aggregate Voting Rights of all then outstanding Certificates so request in writing to the Trustee, or the Trustee is not approved by the Rating Agencies as an acceptable master servicer a Servicer or special servicerSpecial Servicer, as the case may be, as evidenced by each a Rating AgencyAgency Confirmation, or if the Holders of Certificates entitled to a majority of all Rating Agencies do not provide written confirmation that the Voting Rights (determined without notionally reducing the Class Principal Balances succession of the Certificates by any Appraisal Reduction Amounts) (orTrustee as Servicer or Special Servicer, alternativelyas the case may be, if will not cause a Servicer Termination Event on the part downgrade, qualification or withdrawal of the applicable Special Servicer has occurred during a Subordinate Control Period, then current ratings of the Subordinate Class Representative) so requests in writing, the Trustee shall)Certificates, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified loan servicing institution reasonably satisfactory to the Trustee the appointment for which a Rating Agency Confirmation is obtained, as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may beapplicable, hereunder; provided that (i) such appointment for so long as no Control Termination Event has occurred or is continuing the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Controlling Class Representative shall have been consulted with respect the right to the identity of (although it need not have approved) approve any such successorsuccessor Special Servicer. No appointment of a successor to a Master Servicer or a Special Servicer Terminated Party hereunder shall be effective until the assumption by such successor of all its the Terminated Party’s responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.liabilities

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer, the Special Servicer or that Special Servicer(unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, by the terms and provisions hereof, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c)hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or nor any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which (subject to Section 3.11), that the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, of commercial mortgage loans; or if the Directing Certificateholder or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of Trustee; or if the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on REMIC Administrator is the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, resigning or terminated party and the Trustee shall)had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer, the Special Servicer or Special Servicerthe REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (andprovided, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to has been approved by the Subordinate Class Representative andDirecting Certificateholder, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted which consent with respect to the identity Master Servicer shall not be unreasonably withheld or delayed; provided that such appointment does not result in the downgrading, qualification (if applicable) or withdrawal of any rating then assigned by any Rating Agency to any Class of Certificates (although it need not have approved) as evidenced by written confirmation thereof from each Rating Agency); provided further that in the case of a resigning or terminated Special Servicer, such successorappointment shall be subject to the rights of the Majority Certificateholder of the Controlling Class to designate a successor pursuant to Section 3.23. No appointment of a successor to a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator hereunder shall be effective until the assumption by of the successor to such successor party of all its responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer, and pending such appointment and assumptionthe Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in such capacity as hereinabove provided. In Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder (including, without limitation, the obligation to make P&I Advances), which appointment will become effective immediately. Subject to Section 3.11 and in connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the transfer of the foregoing functions under this Agreement (other than the set-up costs of the successor) shall be borne by the predecessor Master Servicer, Special Servicer or REMIC Administrator, as applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within 30 days of its receipt of an invoice therefor, shall be an expense of the Trust; provided that such predecessor Master Servicer, Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and provided, further, that if the Trustee or an Affiliate acts pursuant is directed to this Section 7.02 as successor to do so by the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis pointsDirecting Certificateholder, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects shall pursue any remedy against any party obligated to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02make such reimbursement.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator resigns pursuant to the first paragraph of Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer, the Special Servicer or that Special Servicer(unless it had also been acting as such) the REMIC Administrator, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, by the terms and provisions hereof, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c)hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or nor any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so actunable, or if the Trustee is not approved as an acceptable master servicer a successor Master Servicer or special servicerSpecial Servicer, as the case may be, by each Rating Agency, to so act or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests shall request in writing, writing to the Trustee shall)or if the REMIC Administrator is the resigning or terminated party and the Trustee had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer, the Special Servicer or Special Servicerthe REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, hereunder; provided that (i) such appointment is does not result in the subject downgrading, withdrawal or qualification of a any rating then assigned by either Rating Agency Confirmation to any Class of 139 Certificates (as evidenced by written confirmation to such effect from each Rating Agency (and, if applicable pursuant to Section 3.27(kAgency), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator hereunder shall be effective until the assumption by of the successor to such successor party of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such Special Servicer, as the case may be, by the terms and provisions hereof, including, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such Special Servicer, as the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor). No appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer or such the Special Servicer, as the case may be, by the terms and provisions hereof, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided provided, however, that (i) any failure to perform such duties or responsibilities caused by the failure of a the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such the Special Servicer, as the case may be, hereunder; provided provided, however, that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) ; and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer the Master Servicer rating from Fitch that is “CMS3CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer or such the Special Servicer, as the case may be, by the terms and provisions hereof, including, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided provided, however, that (i) any failure to perform such duties or responsibilities caused by the failure of a the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such the Special Servicer, as the case may be, hereunder; provided provided, however, that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k)applicable, an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) ); and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer the Master Servicer rating from Fitch that is “CMS3CMS2” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3CMS2” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a Master the Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or the Special Servicer, as applicablethe case may be, has not been appointed by either resigns pursuant to the resigning Master Servicer or Special Servicer, as applicable, under first sentence of Section 6.04), 6.04 or receives a notice of termination for cause pursuant to Section 7.017.01(a), and provided that no acceptable successor has been appointed, the Trustee shall be the successor in all respects to that Master the Servicer or that Special Servicer, as the case may be, in all respects in its capacity as such Servicer or Special Servicer under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties duties, liabilities and liabilities limitations on liability relating thereto and arising that arise thereafter placed on such Master or for the benefit of the Servicer or such Special Servicer, as the case may be, Servicer by the terms and provisions hereof; provided, includinghowever, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the terminated party's failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a Master successor Servicer shall not affect any liability of the predecessor Servicer which may have arisen prior to its termination as Servicer, and the appointment of a successor Special Servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning Servicer or terminated party the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Servicer or Special Servicer or for any losses incurred by the resigning or terminated party Servicer pursuant to Section 3.06 hereunder hereunder, nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee as successor Servicer shall be entitled to the Servicing Fees and all fees and other compensation relating to the Mortgage Loans which the resigning or terminated party Servicer would have been entitled to for future services rendered if the resigning Servicer had continued to act hereunder, including but not limited to any income or terminated party other benefit from any Permitted Investment pursuant to Section 3.06, and as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Servicer or the Special Servicer, the Trustee shall be afforded the same standard of care and liability as the Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor Servicer or successor Special Servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as successor to the Servicer or Special Servicer, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved as an acceptable master a servicer or special servicer, as the case may beapplicable, by each Rating Agency, Agency or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified mortgage loan servicing institution which meets the criteria set forth herein, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may be, Servicer hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a Master the Servicer or a the Special Servicer hereunder shall be effective until the assumption in writing by such the successor to the Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter. Pending appointment of a successor to the Servicer or the Special Servicer hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption of a successor to the Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation with respect to a successor Servicer or successor Special Servicer, as the case may be, shall be in excess of that permitted the resigning terminated Servicer or terminated party Special Servicer, as the case may be, hereunder. The DepositorTrustee, the Trustee, Servicer or the Special Servicer (whichever is not the terminated party) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to transfer of the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero servicing function (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant with respect to a termination without cause) under this Section 7.02, it may reduce Agreement shall be borne by 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 Master Servicer that meets the requirements of this Section 7.02predecessor Servicer.

Trustee to Act; Appointment of Successor. On and after the time a any Master Servicer or a Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, subject to Section 3.25, be the successor in all respects to that such Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master Servicer or such the Special Servicer, as the case may be, by the terms and provisions hereof, including, if such a Master Servicer is the resigning or terminated party, the applicable such Master Servicer’s 's obligation to make Advances; provided provided, however, that (i) any failure to perform such duties or responsibilities caused by the failure of a such Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, or if the Holders of Certificates entitled to a majority of all the Voting Rights (determined without notionally reducing or the Controlling Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (Representative or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master Servicer or such the Special Servicer, as the case may be, hereunder; provided provided, however, that (i) such appointment does not result in an Adverse Rating Event with respect to any Class of Rated Certificates (as confirmed in writing to the Trustee by each applicable Rating Agency for the Rated Certificates) and (if such Master Servicer or Special Servicer is the subject of applicable Master Servicer or the Special Servicer for a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Serviced Mortgage Loan Group that is then serviced and administered under this Agreement and includes one or more Serviced Non-Pooled Pari Passu Companion Loans for which any Non-Pooled Pari Passu Companion Loan Securities are then outstanding) also does not result in an Adverse Rating Agency) Event with respect to any class of related Non-Pooled Pari Passu Companion Loan Securities (as confirmed in writing to the Trustee by each applicable Rating Agency for such Non-Pooled Pari Passu Companion Loan Securities), as applicable; and (ii) if such successor (in the case of a successor (other than if the other Master Servicer is such successor) to the a resigning or terminated Master Servicer) does is not have on S&P's Select Servicer List as a master servicer rating from Fitch that is “CMS3” or aboveU.S. Commercial Mortgage Master Servicer, such successor is reasonably acceptable to the Subordinate Controlling Class Representative and, if such successor has (other than if such successor is the other Master Servicer) is on S&P's Select Servicer List as a master servicer rating from Fitch that is “CMS3” or aboveU.S. Commercial Mortgage Master Servicer, the Subordinate Controlling Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a any Master Servicer or a Special Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis pointsServicer, it may reduce the such Master Servicer's Excess Servicing Fee Rate to the extent that the Trustee’s its or such Affiliate’s 's compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, it may reduce the such Master Servicer's Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator resigns pursuant to clause (ii) of the first sentence of Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that the Master Servicer, the Special Servicer or that Special Servicer(unless it has also been acting as such) the REMIC Administrator, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, by the terms and provisions hereof, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer or a Servicer's, the Special Servicer's or the REMIC Administrator's, as the case may be, failure to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c)hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or nor any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which (subject to Section 3.11) that the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so act, the Trustee may (andor shall, if it is unable to so act, or if the Trustee is not approved by each and every Rating Agency as an acceptable master servicer or special servicer, as the case may be, by each Rating Agency, of commercial mortgage loans; or if the Directing Certificateholder or if the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of Trustee; or if the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on REMIC Administrator is the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, resigning or terminated party and the Trustee shall)had been acting in such capacity, promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution as the successor to the resigning or terminated Master Servicer, the Special Servicer or Special Servicerthe REMIC Administrator, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer, the Special Servicer or such Special Servicerthe REMIC Administrator, as the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (andprovided, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to has been approved by the Subordinate Class Representative andDirecting Certificateholder, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted which consent with respect to the identity Master Servicer shall not be unreasonably withheld or delayed; provided that such appointment does not result in the downgrading, qualification (if applicable) or withdrawal of any rating then assigned by any Rating Agency to any Class of Certificates (although it need not have approved) as evidenced by written confirmation thereof from each Rating Agency); provided further that in the case of a resigning or terminated Special Servicer, such successorappointment shall be subject to the rights of the Majority Certificateholder of the Controlling Class to designate a successor pursuant to Section 3.23. No appointment of a successor to a the Master Servicer, the Special Servicer or a Special Servicer the REMIC Administrator hereunder shall be effective until the assumption by of the successor to such successor party of all its responsibilities, duties and liabilities hereunder. Pending appointment of a successor to the Master Servicer, and pending such appointment and assumptionthe Special Servicer or the REMIC Administrator hereunder, the Trustee shall act in such capacity as hereinabove provided. In Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the Master Servicer hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of the Master Servicer hereunder (including, without limitation, the obligation to make P&I Advances), which appointment will become effective immediately. Subject to Section 3.11 and in connection with any such appointment and assumptionassumption described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on or in respect of the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If Any costs and expenses associated with the transfer of the foregoing functions under this Agreement (other than the set-up costs of the successor) shall be borne by the predecessor Master Servicer, Special Servicer or REMIC Administrator, as applicable, and, if not paid by such predecessor Master Servicer, Special Servicer or REMIC Administrator within 30 days of its receipt of an invoice therefor, shall be an expense of the Trust; provided that such predecessor Master Servicer, Special Servicer or REMIC Administrator shall reimburse the Trust for any such expense so incurred by the Trust; and provided, further, that if the Trustee or an Affiliate acts pursuant is directed to this Section 7.02 as successor to do so by the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis pointsDirecting Certificateholder, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects shall pursue any remedy against any party obligated to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02make such reimbursement.

Trustee to Act; Appointment of Successor. On and after the time a Master Servicer or a Special the Servicer resigns pursuant to the first paragraph of Section 6.04(a6.04 or Section 3.23(e) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, 7.01 the Trustee shall (unless a successor is identified by the Servicer pursuant to Section 6.04), subject to Section 7.01(b), be the successor in all respects to that Master the Servicer or that Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to all of the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such Master the Servicer or such Special Servicer, as the case may be, by the terms and provisions hereof, including, if such Master Servicer is including the resigning or terminated party, the applicable Master Servicer’s obligation to make Debt Service Advances; provided provided, however, that (i) any failure to perform such duties or responsibilities caused by the Servicer’s failure of a Master Servicer or a Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c)hereunder. Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party or for any losses incurred by the resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunder. Notwithstanding the above, if it is unwilling to so act, the Trustee may (and, if it is unable to so act, or if the Trustee is not approved as an acceptable master servicer or special servicer, as the case may be, Servicer by each Rating AgencyAgency (or, in the case of S&P, in the case of S&P, is no longer listed on S&P’s Select Servicer List as a U.S. Commercial Mortgage Master Servicer or a U.S. Commercial Mortgage Special Servicer), or if the Holders of Certificates Securities entitled to a majority of all the Voting Rights (determined without notionally reducing the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests request in writing, the Trustee shall), subject to Sections 6.04 and 7.01(b) (if applicable), promptly appoint, or petition a court of competent jurisdiction to appoint, any established and qualified institution with a net worth of at least ten million dollars ($10,000,000) as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such Master the Servicer or such Special Servicer, as the case may be, hereunder; provided provided, however, that (i) such appointment is the subject of a Trustee has received Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) proposed successor Servicer. Pending such successorappointment, the Trustee will be obligated to act as successor Servicer. No appointment of a successor to a Master Servicer or a Special the Servicer hereunder shall be effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove provided. In connection with any such appointment and assumption, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans Loan or otherwise as it and such successor shall agree; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to The costs and expense of transferring servicing shall be paid by the resigning or terminated Master Servicer party, and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis pointsnot so paid, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation shall be treated as successor Master Servicer would otherwise be below the market rate servicing compensationan Additional Trust Fund Expense. If the Trustee elects to appoint a successor to the resigning or Servicer is terminated Master Servicer other than itself or an Affiliate pursuant to this Section as described in Sections 7.01 and 7.02, it may reduce the Excess Servicing Fee Rate will continue to be obligated to pay and entitled to receive all amounts accrued and owing by it or to it under (and at such times as set forth in) this Agreement on or prior to the extent reasonably necessary date of termination (in the sole discretion of the Trustee) for the Trustee to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02including any earned but unpaid Other Servicing Fees).

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer resigns pursuant to Section 6.04(a) (and a successor Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), 6.04 or receives a notice of termination pursuant to Section 7.01, the Trustee shall shall, unless a successor is appointed pursuant to Section 6.04 or 6.09, be the successor in all respects to that the Master Servicer or that the Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to have all (and the responsibilities, duties and liabilities relating thereto and arising thereafter placed on such former Master Servicer or such the Special Servicer, as the case may be, by shall cease to have any) of the terms responsibilities, duties and provisions hereofliabilities (except as provided in the next sentence) of the Master Servicer or the Special Servicer, as the case may be, arising thereafter, including, without limitation, if such the Master Servicer is the resigning or terminated party, the applicable Master Servicer’s 's obligation to make P&I Advances, the unmade P&I Advances that gave rise to such Event of Default; provided that (i) any failure to perform such duties or responsibilities caused by the failure of a Master Servicer Servicer's or a the Special Servicer's, as the case may be, to cooperate or failure to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) hereunder. Notwithstanding anything contrary in the case of a terminated Master Servicerthis Agreement, the Trustee shall cease in no event be held responsible or liable with respect to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning or terminated party (other than the Trustee) or for any losses incurred by the such resigning or terminated party pursuant to Section 3.06 hereunder nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunder. As compensation therefor, the Trustee shall be entitled to all fees and other compensation which the resigning or terminated party would have been entitled to for future services rendered if the resigning or terminated party had continued to act hereunderhereunder (subject to Section 3.11(a) with respect to the Excess Servicing Strip). Notwithstanding the aboveabove and subject to its obligations under Section 3.22(d) and 7.01(b), the Trustee may, if it is shall be unwilling in its sole discretion to so actact as either Master Servicer or Special Servicer, as the Trustee case may (andbe, or shall, if it is unable to so actact as either Master Servicer or Special Servicer, as the case may be, or shall, if the Trustee is not approved as an acceptable a master servicer or a special servicer, as the case may be, by each any of the Rating AgencyAgencies, or if either the Controlling Class Representative or the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, subject to the approval of each of the Rating Agencies (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution that meets the requirements of Section 6.02 (including, without limitation, rating agency confirmation), which institution shall, in the case of an appointment by the Trustee, be reasonably acceptable to the Controlling Class Representative; provided, however, that in the case of a resigning or terminated Special Servicer, such appointment shall be subject to the rights of the Holders or Certificate Owners of Certificates evidencing a majority of the Voting Rights allocated to the Controlling Class to designate a successor pursuant to Section 6.09. Except with respect to an appointment provided below, no appointment of a successor to the Master Servicer or the Special Servicer hereunder shall be effective until the assumption of the successor to such party of all its responsibilities, duties and qualified liabilities under this Agreement. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, the Trustee shall act in such capacity as hereinabove provided. Notwithstanding the above, the Trustee shall, if the Master Servicer is the resigning or terminated party and the Trustee is prohibited by law or regulation from making P&I Advances, promptly appoint any established mortgage loan servicing institution that has a net worth of not less than $15,000,000 and is otherwise acceptable to each Rating Agency (as evidenced by written confirmation therefrom to the effect that the appointment of such institution would not cause the qualification, downgrading or withdrawal of the then current rating on any Class of Certificates), as the successor to the resigning or terminated Master Servicer or Special Servicer, as the case may be, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such Special Servicerhereunder (including, as without limitation, the case may be, hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant obligation to Section 3.27(kmake P&I Advances), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No which appointment of a successor to a Master Servicer or a Special Servicer hereunder shall be will become effective until the assumption by such successor of all its responsibilities, duties and liabilities hereunder, and pending such appointment and assumption, the Trustee shall act in such capacity as hereinabove providedimmediately. In connection with any such appointment and assumptionassumption described herein, the Trustee may (subject to Section 3.11(a) with respect to the Excess Servicing Strip) make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise and REO Properties as it and such successor shall agree, subject to the terms of this Agreement and/or the Great Mall Co-Lender Agreement limiting the use of funds received in respect of the Great Mall Loan Pair to matters related to the Great Mall Loan Pair; provided provided, however, that no such compensation shall be in excess of that permitted the resigning or terminated party hereunder. The Depositor, the Trustee, such Such successor and each the other party parties hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. If the Trustee or an Affiliate acts pursuant to this Section 7.02 as successor to the resigning or terminated Master Servicer and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or an Affiliate pursuant to this Section 7.02, 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 Master Servicer that meets the requirements of this Section 7.02.

Trustee to Act; Appointment of Successor. On and after the time a the Master Servicer or a the Special Servicer Servicer, as the case may be, either resigns pursuant to subsection (a) of the first sentence of Section 6.04(a) (6.04 or receives a notice of termination for cause pursuant to Section 7.01(b), and a provided that no acceptable successor has been appointed within the time period specified in Section 7.01(c), the Trustee shall be the successor to such party, until such successor to the Master Servicer or the Special Servicer, as applicable, is appointed as provided in this Section 7.02 or by the Directing Certificateholder as provided in Section 7.01(d), as applicable, in all respects in its capacity as Master Servicer or Special Servicer, as applicable, has not been appointed by the resigning Master Servicer or Special Servicer, as applicable, under Section 6.04), or receives a notice of termination pursuant to Section 7.01, the Trustee shall be the successor in all respects to that Master Servicer or that Special Servicer, as the case may be, in its capacity as such under this Agreement and the transactions set forth or provided for herein and shall be subject to, and have the benefit of, all of the rights, (subject to all the Section 3.11 and Section 6.03) benefits, responsibilities, duties duties, liabilities and liabilities limitations on liability relating thereto and arising that arise thereafter placed on such or for the benefit of the Master Servicer or such Special Servicer, as the case may beapplicable, by the terms and provisions hereof; provided, includinghowever, if such Master Servicer is the resigning or terminated party, the applicable Master Servicer’s obligation to make Advances; provided that (i) any failure to perform such duties or responsibilities caused by the terminated party’s failure under Section 7.01 to provide information or moneys required hereunder shall not be considered a default by such successor hereunder. The appointment of a successor master servicer shall not affect any liability of the predecessor Master Servicer which may have arisen prior to its termination as Master Servicer, and the appointment of a successor special servicer shall not affect any liability of the predecessor Special Servicer which may have arisen prior to its termination as Special Servicer. The Trustee in its capacity as successor to the Master Servicer or a the Special Servicer, as the case may be, to cooperate or to provide information or monies as required by Section 7.01 shall not be considered a default by the Trustee hereunder and (ii) in the case of a terminated Master Servicer, the Trustee shall cease to act as successor Master Servicer if an alternative successor is appointed pursuant to Section 7.01(c). Neither the Trustee nor any other successor shall be liable for any of the representations and warranties of the resigning Master Servicer or terminated party the Special Servicer, respectively, herein or in any related document or agreement, for any acts or omissions of the predecessor Master Servicer or Special Servicer or for any losses incurred by the resigning or terminated party predecessor Master Servicer pursuant to Section 3.06 hereunder hereunder, nor shall the Trustee or any other successor be required to purchase any Mortgage Loan hereunderhereunder solely as a result of its obligations as successor master servicer or special servicer, as the case may be. As Subject to Section 3.11, as compensation therefor, the Trustee as successor master servicer shall be entitled to the Servicing Fees and all fees and other compensation relating to the Mortgage Loans or the Companion Loans which the resigning or terminated party Master Servicer would have been entitled to for future services rendered if the resigning Master Servicer had continued to act hereunder, including but not limited to any income or terminated party other benefit from any Permitted Investment pursuant to Section 3.06, and subject to Section 3.11, and the Trustee as successor to the Special Servicer shall be entitled to the Special Servicing Fees to which the Special Servicer would have been entitled if the Special Servicer had continued to act hereunder. Should the Trustee succeed to the capacity of the Master Servicer or the Special Servicer, as the case may be, the Trustee shall be afforded the same standard of care and liability as the Master Servicer or the Special Servicer, as applicable, hereunder notwithstanding anything in Section 8.01 to the contrary, but only with respect to actions taken by it in its role as successor master servicer or successor special servicer, as the case may be, and not with respect to its role as Trustee hereunder. Notwithstanding the above, the Trustee may, if it is shall be unwilling to so actact as successor to the Master Servicer or the Special Servicer, the Trustee may (andas applicable, or shall, if it is unable to so act, or if the Trustee is not approved as an acceptable master a servicer or special servicer, as the case may be, by each Rating Agency, or if if, prior to the occurrence and continuance of a Control Event, the Directing Certificateholder or the Holders of Certificates entitled to a majority at least 51% of all the Voting Rights (determined without notionally reducing so request in writing to the Class Principal Balances of the Certificates by any Appraisal Reduction Amounts) (or, alternatively, if a Servicer Termination Event on the part of the applicable Special Servicer has occurred during a Subordinate Control Period, the Subordinate Class Representative) so requests in writing, the Trustee shall)Trustee, promptly appoint, or petition a court of competent jurisdiction to appoint, any established mortgage loan servicing institution which meets the criteria set forth in Section 6.04 and qualified institution otherwise herein, as the successor to the resigning or terminated Master Servicer or the Special Servicer, as the case may beapplicable, hereunder in the assumption of all or any part of the responsibilities, duties or liabilities of such the Master Servicer or such Special Servicer, as the case may be, Servicer hereunder; provided that (i) such appointment is the subject of a Rating Agency Confirmation from each Rating Agency (and, if applicable pursuant to Section 3.27(k), an analogous rating agency confirmation from each Pari Passu Companion Rating Agency) and (ii) if such successor (in the case of a successor to the resigning or terminated Master Servicer) does not have a master servicer rating from Fitch that is “CMS3” or above, such successor is reasonably acceptable to the Subordinate Class Representative and, if such successor has a master servicer rating from Fitch that is “CMS3” or above, the Subordinate Class Representative shall have been consulted with respect to the identity of (although it need not have approved) such successor. No appointment of a successor to a the Master Servicer or a the Special Servicer hereunder shall be effective until the assumption in writing by such the successor to the Master Servicer or the Special Servicer of all its responsibilities, duties and liabilities hereunder that arise thereafter and upon receipt of Rating Agency Confirmation from each Rating Agency and confirmation of the applicable rating agencies that such action will not result in the downgrade, withdrawal or qualification of its then-current ratings of any securities related to a Companion Loan, if any (provided that such rating agency confirmation may be considered satisfied in the same manner as any Rating Agency Confirmation may be considered satisfied with respect to the Certificates pursuant to Section 3.30), and which appointment has been approved (prior to the occurrence and continuance of a Control Event) by the Directing Certificateholder, such approval not to be unreasonably withheld. Pending appointment of a successor to the Master Servicer or the Special Servicer hereunder, and pending such appointment and assumptionunless the Trustee shall be prohibited by law from so acting, the Trustee shall act in such capacity as hereinabove herein above provided. In connection with any such appointment and assumptionassumption of a successor to the Master Servicer or Special Servicer as described herein, the Trustee may make such arrangements for the compensation of such successor out of payments on the Mortgage Loans or otherwise as it and such successor shall agree; provided provided, however, that no such compensation with respect to a successor master servicer or successor special servicer, as the case may be, shall be in excess of that permitted the resigning terminated Master Servicer or terminated party Special Servicer, as the case may be, hereunder. The DepositorTrustee, the Trustee, Master Servicer or the Special Servicer (whichever is not the terminated party) and such successor and each other party hereto shall take such action, consistent with this Agreement, as shall be necessary to effectuate any such succession. Any costs and expenses associated with the transfer of the servicing function (other than with respect to a termination without cause) under this Agreement shall be borne by the predecessor Master Servicer or Special Servicer, as applicable. If such predecessor Master Servicer or Special Servicer (as the Trustee case may be) has not reimbursed the party requesting such termination or an Affiliate acts pursuant to this Section 7.02 as the successor to Master Servicer or Special Servicer for such expenses within 90 days after the resigning or presentation of reasonable documentation, such expense shall be reimbursed by the Trust Fund; provided that the terminated Master Servicer or Special Servicer shall not thereby be relieved of its liability for such expenses. If and if the Excess Servicing Fee Rate is a rate per annum that is greater than zero (0) basis points, it may reduce the Excess Servicing Fee Rate to the extent that the Trustee’s or such Affiliate’s compensation as successor Master Servicer would otherwise be below the market rate servicing compensation. If the Trustee elects to appoint a successor to the resigning or terminated Master Servicer other than itself or Special Servicer has not reimbursed such costs and expenses, the party requesting such termination shall have an Affiliate affirmative obligation to take all reasonable actions to collect such expenses on behalf of the Trust Fund. In the event of a termination without cause, such costs and expenses shall be borne by the party requesting such termination, or as otherwise set forth herein; provided that the Certificate Administrator and the Trustee shall not bear any such costs and expenses. For the avoidance of doubt, if the Trustee is terminating the Master Servicer or Special Servicer in accordance with this Agreement at the direction of any party or parties permitted to direct the Trustee to so terminate the Master Servicer or Special Servicer pursuant to this Section 7.02Agreement, it may reduce the Excess Servicing Fee Rate to the extent reasonably necessary (in the sole discretion of the Trustee) for the Trustee shall not have any liability for such expenses pursuant to appoint a qualified successor Master Servicer that meets the requirements of this Section 7.02paragraph.