Common use of Designation of Specially Serviced Mortgage Loans Clause in Contracts

Designation of Specially Serviced Mortgage Loans. (a) Each Delinquent Mortgage Loan shall be deemed to be a Specially Serviced Mortgage Loan as of the one hundred twentieth (120th) day of delinquency. The Special Sub-Servicer shall commence the sub-servicing of such Specially Serviced Mortgage Loan as of the first day of the month following the month in which such Delinquent Mortgage Loan becomes a Specially Serviced Mortgage Loan (the "Effective Date"). Notwithstanding the foregoing, to the extent (i) a Specially Serviced Mortgage Loan reinstates to a current or less than 120 days delinquent status before the Mortgagor notification (i.e., the "goodbye letter") is sent; or (ii) a forbearance or workout plan has been entered into with the Mortgagor(s) related to the Specially Serviced Mortgage Loan, such Specially Serviced Mortgage Loan shall be deemed a Delinquent Mortgage Loan or a Mortgage Loan, as applicable, and the sub-servicing thereof shall not be transferred to the Special Sub-Servicer. With respect to each Specially Serviced Mortgage Loan to be sub-serviced by the Special Sub-Servicer, the Special Sub-Servicer shall, no later than the thirteenth (13th) day of the month following the month in which such Delinquent Mortgage Loan became a Specially Serviced Mortgage Loan (or if the thirteenth (13th) day falls on a weekend or holiday, then the preceding business day), pay to the Company an amount equal to all unreimbursed Advances and Servicing Advances which have been made by the Company with respect to such Specially Serviced Mortgage Loan, plus all accrued and unpaid or unreimbursed Master Servicing Fees due with respect to such Specially Serviced Mortgage Loan as of the date of the sub-servicing is to be transferred. The Company shall provide to the Special Sub-Servicer reasonable detail setting forth the amount and nature of such Advances and Servicing Advances and the calculation of such Master Servicing Fees. (b) In order to transfer the sub-servicing of the Specially Serviced Mortgage Loans to the Special Sub-Servicer, the Company and the Special Sub-Servicer shall comply with their respective obligations contained in the transfer procedures set forth in Schedule II hereof.

Designation of Specially Serviced Mortgage Loans. (a) The Residual Holder, in its sole discretion, shall designate each Series for which the Special Sub-Servicer shall be appointed to specially service Delinquent Mortgage Loans of such Series as contemplated by this Article III, which designation shall be reflected on Schedule I hereto. This Article III shall be applicable only with respect to such Delinquent Mortgage Loans underlying Residual Certificates of a Series designated as described in the prior sentence. With respect to any Series designated by the Residual Holder in accordance with the prior sentence, the Special Sub-Servicer shall be entitled to the payment of a special servicing premium (the "Special Servicing Premium") set forth in the terms of the purchase agreement (which may be in the form of a trade ticket) relating to the applicable Residual Certificates executed by the Residual Holder in its normal course of business; provided, however, that the Residual Holder in no event shall pay more than 17 basis points of the purchase price of the related Target Asset (as defined in the Target Asset Purchase Agreement, dated as of the date hereof, among CHL, Sunfish, C-BASS and Sunfish Management Group LLC) as compensation to the Special Sub-Servicer for special servicing with respect to such Target Asset, without the consent of the holders of a majority of the outstanding Class A Shares and Class B Shares of Sunfish. The Special Servicing Premium shall be paid to the Company by the Residual Holder and upon receipt thereof by the Company, the Company shall pay the Special Servicing Premium to the Special Sub-Servicer. The addition of any Series under the terms of this Agreement and the related pool of Mortgage Loans underlying such additional Series shall be conditioned upon and evidenced by the Company's, the Residual Holder's and the Special Sub-Servicer's execution of a letter substantially in the form of Exhibit A hereto (the "Confirmation") and the payment of the Special Servicing Premium, if any, specified therein. Upon the full execution of the Confirmation and the payment of the Special Servicing Premium, if any, specified therein, Schedule I shall be deemed to have been amended to reflect the addition of the Series identified therein and the related pool of Mortgage Loans underlying such additional Residual Certificates. (b) Each Delinquent Mortgage Loan of a designated Series shall be deemed to be a Specially Serviced Mortgage Loan as of the one hundred twentieth sixtieth (120th60th) day of delinquencydelinquency (determined in accordance with the OTS delinquency reporting method). The Special Sub-Servicer shall commence the sub-servicing of such Specially Serviced Mortgage Loan as of the first day of the month following the month in which such Delinquent Mortgage Loan becomes a Specially Serviced Mortgage Loan (the "Effective Date"). Notwithstanding the foregoing, to the extent (i) borrower under a Delinquent Mortgage Loan has initiated litigation relating to the origination practices of the originator or relating to the servicing practices of the Company, which in the reasonable judgment of the Company and the Special Sub-Servicer is a putative class action claim; (ii) the underlying Mortgaged Property is subject to any claim relating to the existence of any toxic or hazardous substances with respect to such property or a claim of a violation of any local, state or federal environmental law, rule or regulation; (iii) a Specially Serviced Mortgage Loan reinstates to a current or less than 120 60 days delinquent status (determined in accordance with the OTS delinquency method) before the Mortgagor notification (i.e., the "goodbye letter") is sent; or (iiiv) a forbearance or workout plan has been entered into with the Mortgagor(s) related to the Specially Serviced Mortgage Loan, such Specially Serviced Mortgage Loan shall be deemed a Delinquent Mortgage Loan or a Mortgage Loan, as applicable, and the sub-servicing thereof shall not be transferred to the Special Sub-Servicer; provided however, in the event a borrower under a forbearance or workout plan misses two or more consecutive payments under such plan or otherwise becomes 120 days or more delinquent (determined in accordance with the OTS delinquency reporting method), such Delinquent Mortgage Loan shall be deemed a Specially Serviced Mortgage Loan as of such 120th day of delinquency and shall be transferred to the Special Sub-Servicer as contemplated herein. With respect to each Specially Serviced Mortgage Loan to be sub-serviced by the Special Sub-Servicer, the Special Sub-Servicer shall, no later than the thirteenth (13th) day of the month following the month in which such Delinquent Mortgage Loan became a Specially Serviced Mortgage Loan (or if the thirteenth (13th) day falls on a weekend or holiday, then the preceding business day), pay to the Company an amount equal to all unreimbursed Advances and Servicing Advances which have been made by the Company with respect to such Specially Serviced Mortgage Loan, plus all accrued and unpaid or unreimbursed Master Servicing Fees due with respect to such Specially Serviced Mortgage Loan as of the date of the sub-servicing is to be transferred. The Company shall provide to the Special Sub-Servicer reasonable detail setting forth the amount and nature of such Advances and Servicing Advances and the calculation of such Master Servicing Fees. (bc) In order to transfer the sub-servicing of the Specially Serviced Mortgage Loans to the Special Sub-Servicer, the Company and the Special Sub-Servicer shall comply with their respective obligations contained in the transfer procedures set forth in Schedule II hereof.

Designation of Specially Serviced Mortgage Loans. (a) The Residual Holder, in its sole discretion, shall designate each Series for which the Special Sub-Servicer shall be appointed to specially service Delinquent Mortgage Loans of such Series as contemplated by this Article III, which designation shall be reflected on Schedule I hereto. This Article III shall be applicable only with respect to such Delinquent Mortgage Loans underlying Residual Certificates of a Series designated as described in the prior sentence. With respect to any Series designated by the Residual Holder in accordance with the prior sentence, the Special Sub-Servicer shall be entitled to the payment of a special servicing premium (the “Special Servicing Premium”) set forth in the terms of the purchase agreement (which may be in the form of a trade ticket) relating to the applicable Residual Certificates executed by the Residual Holder in its normal course of business; provided, however, that the Residual Holder in no event shall pay more than 17 basis points of the purchase price of the related Target Asset (as defined in the Target Asset Purchase Agreement, dated as of the date hereof, among CHL, Sunfish, C-BASS and Sunfish Management Group LLC) as compensation to the Special Sub-Servicer for special servicing with respect to such Target Asset, without the consent of the holders of a majority of the outstanding Class A Shares and Class B Shares of Sunfish. The Special Servicing Premium shall be paid to the Company by the Residual Holder and upon receipt thereof by the Company, the Company shall pay the Special Servicing Premium to the Special Sub-Servicer. The addition of any Series under the terms of this Agreement and the related pool of Mortgage Loans underlying such additional Series shall be conditioned upon and evidenced by the Company’s, the Residual Holder’s and the Special Sub-Servicer’s execution of a letter substantially in the form of Exhibit A hereto (the “Confirmation”) and the payment of the Special Servicing Premium, if any, specified therein. Upon the full execution of the Confirmation and the payment of the Special Servicing Premium, if any, specified therein, Schedule I shall be deemed to have been amended to reflect the addition of the Series identified therein and the related pool of Mortgage Loans underlying such additional Residual Certificates. (b) Each Delinquent Mortgage Loan of a designated Series shall be deemed to be a Specially Serviced Mortgage Loan as of the one hundred twentieth sixtieth (120th60th) day of delinquencydelinquency (determined in accordance with the OTS delinquency reporting method). The Special Sub-Servicer shall commence the sub-servicing of such Specially Serviced Mortgage Loan as of the first day of the month following the month in which such Delinquent Mortgage Loan becomes a Specially Serviced Mortgage Loan (the "“Effective Date"”). Notwithstanding the foregoing, to the extent (i) borrower under a Delinquent Mortgage Loan has initiated litigation relating to the origination practices of the originator or relating to the servicing practices of the Company, which in the reasonable judgment of the Company and the Special Sub-Servicer is a putative class action claim; (ii) the underlying Mortgaged Property is subject to any claim relating to the existence of any toxic or hazardous substances with respect to such property or a claim of a violation of any local, state or federal environmental law, rule or regulation; (iii) a Specially Serviced Mortgage Loan reinstates to a current or less than 120 60 days delinquent status (determined in accordance with the OTS delinquency method) before the Mortgagor notification (i.e., the "“goodbye letter"”) is sent; or (iiiv) a forbearance or workout plan has been entered into with the Mortgagor(s) related to the Specially Serviced Mortgage Loan, such Specially Serviced Mortgage Loan shall be deemed a Delinquent Mortgage Loan or a Mortgage Loan, as applicable, and the sub-servicing thereof shall not be transferred to the Special Sub-Servicer; provided however, in the event a borrower under a forbearance or workout plan misses two or more consecutive payments under such plan or otherwise becomes 120 days or more delinquent (determined in accordance with the OTS delinquency reporting method), such Delinquent Mortgage Loan shall be deemed a Specially Serviced Mortgage Loan as of such 120th day of delinquency and shall be transferred to the Special Sub-Servicer as contemplated herein. With respect to each Specially Serviced Mortgage Loan to be sub-serviced by the Special Sub-Servicer, the Special Sub-Servicer shall, no later than the thirteenth (13th) day of the month following the month in which such Delinquent Mortgage Loan became a Specially Serviced Mortgage Loan (or if the thirteenth (13th) day falls on a weekend or holiday, then the preceding business day), pay to the Company an amount equal to all unreimbursed Advances and Servicing Advances which have been made by the Company with respect to such Specially Serviced Mortgage Loan, plus all accrued and unpaid or unreimbursed Master Servicing Fees due with respect to such Specially Serviced Mortgage Loan as of the date of the sub-servicing is to be transferred. The Company shall provide to the Special Sub-Servicer reasonable detail setting forth the amount and nature of such Advances and Servicing Advances and the calculation of such Master Servicing Fees. (bc) In order to transfer the sub-servicing of the Specially Serviced Mortgage Loans to the Special Sub-Servicer, the Company and the Special Sub-Servicer shall comply with their respective obligations contained in the transfer procedures set forth in Schedule II hereof.