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

Servicing of Specially Serviced Mortgage Loans. (a) Following the occurrence of a Servicing Transfer Event, the Special Servicer shall request from the Trustee the name of the current Directing Bondholder. The Trustee shall notify the Special Servicer of the identity of the current Directing Bondholder upon request. Upon receipt of the name of such current Directing Bondholder from the Trustee, the Special Servicer shall notify the Directing Bondholder of the occurrence of such Servicing Transfer Event. Servicing Officers of the Special Servicer shall, at the request of the Directing Bondholder, be reasonably available during regular business hours to discuss with such Bondholder objectives and strategies with respect to the Specially Serviced Mortgage Loans and REO Properties. (b) Subject to Section 6.03(c) below and Accepted Special Servicing Practices, in servicing and administering any Specially Serviced Mortgage Loan or REO Property, the Special Servicer shall have full power and authority to do any and all things in connection with such servicing and administration that it may deem in its best judgment necessary or advisable including, without limitation, to execute and deliver on behalf of the Trustee and the Bondholders any and all instruments of satisfaction or cancellation or of partial release or full release or discharge and all other comparable instruments with respect to such Specially Serviced Mortgage Loan or such REO Mortgage Loan or to agree to any modification, waiver or amendment of any term and to defer, reduce or forgive payment of interest and/or principal of any such Specially Serviced Mortgage Loan. The Special Servicer may not extend the scheduled maturity date of any Specially Serviced Mortgage Loan to a date later than three years prior to the Assumed Final Payment Date. The Special Servicer may from time to time request in writing any powers of attorney and other documents necessary or appropriate to enable the Special Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written request, the Special Servicer shall prepare for signature by the Trustee, and the Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Special Servicer. In addition to the duties and obligations set forth in this Article VI, the Special Servicer shall assume the rights and obligations of the Master Servicer set forth in (i) Section 4.07 of this Agreement with respect to any Specially Serviced Mortgage Loan (but not any liabilities incurred by the Master Servicer prior to the related Servicing Transfer Date) and (ii) Section 4.06 with respect to REO Properties. Any insurance required to be maintained by the Special Servicer with respect to REO Properties pursuant to this Section and any such Section 4.06 shall be maintained with Qualified Insurers. (c) No later than sixty (60) days after a Servicing Transfer Date for a Mortgage Loan, the Special Servicer shall deliver to the Trustee, the Master Servicer, each Rating Agency and the Directing Bondholder a report (the "Asset Strategy Report"), with respect to such Mortgage Loan and the related Mortgaged Property. Such Asset Strategy Report shall set forth the following information to the extent reasonably determinable: (i) summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor; (ii) consideration of alternatives to the exercise of remedies (such as forbearance relief, modification of the terms and conditions of such Mortgage Loan, disposition of the Specially Serviced Mortgage Loan or the related Mortgaged Property and application of the proceeds of such disposition to the outstanding principal balance of such Mortgage Loan and interest thereon, or abandonment of the related Mortgaged Property); (iii) a discussion of the probable time frames and estimated amount of any related Servicing Advances applicable to each of the alternatives referred to above; (iv) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Accepted Special Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and a recommendation as to whether outside legal counsel should be retained; (v) estimated budgets for any operating or capital funds expected to be required for the related Mortgaged Property; (vi) the most current rent roll available for and any strategy for the leasing or releasing of the related Mortgaged Property; (vii) the Special Servicer's analysis and recommendations (which will include a discussion of alternative courses of action and a comparison of the probable benefits and detriments of each alternative course of action) on how such Specially Serviced Mortgage Loan might be returned to performing status and returned to the Master Servicer for regular servicing under Article IV of this Agreement or otherwise realized upon; and (viii) such other information as the Special Servicer deems relevant in light of the Accepted Special Servicing Practices. If within ten (10) Business Days of receiving an Asset Strategy Report, the Directing Bondholder does not disapprove such Asset Strategy Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Strategy Report; provided, however, that notwithstanding anything herein to the contrary the Special Servicer may not take and shall not be required to take any action that is contrary to applicable Law or the terms of the applicable Mortgage Loan Documents. If the Directing Bondholder disapproves such Asset Strategy Report, the Special Servicer will revise such Asset Strategy Report and deliver to the Trustee, the Directing Bondholder, the Servicer and the Rating Agencies a new Asset Strategy Report as soon as practicable. The Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c) until the Directing Bondholder shall fail to disapprove such revised Asset Strategy Report in writing within ten (10) Business Days of receiving such revised Asset Strategy Report. The Special Servicer may, from time to time, modify any Asset Strategy Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. Notwithstanding the foregoing, the Special Servicer (i) may following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action set forth in such Asset Strategy Report before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interest of the Bondholders and it has made a reasonable effort to contact the Directing Bondholder and (ii) in any case, shall determine whether such disapproval is not in the best interest of all the Bondholders pursuant to Accepted Special Servicing Practices. Upon making such determination, the Special Servicer shall either implement the Asset Strategy Report or notify the Trustee of such rejection and deliver to the Trustee a proposed notice to Bondholders which shall include the Asset Strategy Report, and the Trustee shall send such notice to all Bondholders (or, to the extent known to the Trustee, Bond Owners). If the majority of such Bondholders (including Bond Owners), as determined by Bond Balance, fail within five (5) days of the Trustee's sending such notice to reject such Asset Strategy Report, the Special Servicer shall implement the same. If the Asset Strategy Report is rejected by the Bondholders, the Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c). The Trustee shall be entitled to be reimbursed by the Issuer for the reasonable expenses of providing such notices. (d) The Special Servicer shall have the authority to meet with the Mortgagor for any Specially Serviced Mortgage Loan and take such actions consistent with Accepted Special Servicing Practices and the related Asset Strategy Report. The Special Servicer shall not take any action inconsistent with the related Asset Strategy Report. (e) Upon request of any Bondholder (or any Bond Owner, if applicable, which shall have provided the Trustee with evidence satisfactory to the Special Servicer and the Trustee of its interest in a Bond pursuant to Section 11.04) or any Rating Agency, the Trustee shall mail, without charge, to the address specified in such request a copy of the most current Asset Strategy Report for any Specially Serviced Mortgage Loan or REO Property.

Servicing of Specially Serviced Mortgage Loans. (a) Following From time to time, following the occurrence of a Servicing Transfer Event, the Special Servicer shall request from the Trustee the name of the current Directing Bondholder. The Trustee shall notify the Special Servicer of the identity of the current Directing Bondholder upon requestCertificateholder. Upon receipt of the name of such current Directing Bondholder Certificateholder from the Trustee, the Special Servicer shall notify the Directing Bondholder Certificateholder of the occurrence of such Servicing Transfer Event. Servicing Officers of the Special Servicer shall, at the request of the Directing BondholderCertificateholder, be reasonably available during regular business hours to discuss with such Bondholder Certificateholder objectives and strategies with respect to the Specially Serviced Mortgage Loans and REO Propertiesstrategies. (b) Subject to Section Sections 6.03(c) and 6.14 below and Accepted Special Servicing Practicesthe other terms of this Agreement, in servicing and administering any Specially Serviced Mortgage Loan or REO Property, the Special Servicer shall have full power and authority to do any and all things in connection with such servicing and administration that it may deem in its best judgment necessary or advisable including, without limitation, to execute and deliver on behalf of the Trustee and the Bondholders Certificateholders any and all instruments of satisfaction or cancellation or of partial release or full release or discharge and all other comparable instruments with respect to such Specially Serviced Mortgage Loan or such REO Mortgage Loan or to agree to any modification, waiver or amendment of any term and to defer, reduce or forgive payment of interest and/or principal of any such Specially Serviced Mortgage Loan. The Special Servicer may not extend the scheduled maturity date of any Specially Serviced Mortgage Loan to a date later than three years prior to the Assumed Final Payment DateDistribution Date provided that if such Mortgage is secured by a leasehold interest, the related scheduled maturity date may not be extended to a date later than ten years prior to the expiration of the related ground lease; and provided, further, that if such Mortgage Loan is a Balloon Mortgage Loan, the related scheduled maturity date may not be extended to a date later than the amortization term thereof absent the related Balloon Payment. Notwithstanding the foregoing, no such extension may be effected unless the Special Servicer shall deliver to the Trustee an Officer's Certificate certifying that in the judgment of such Special Servicer such extension is expected to increase the recovery value of the related Mortgage Loan on a net present value basis; provided that such certificate shall not represent any assurances that any such recovery will actually be realized. The expenses incurred in connection with the preparation of certain such instruments shall be reimbursed to the Special Servicer pursuant to Section 11.14(f). The Special Servicer may from time to time request in writing any powers of attorney and other documents necessary or appropriate to enable the Special Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written request, the Special Servicer shall prepare for signature by the Trustee, and the Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Special Servicer. In addition to the duties and obligations set forth in this Article VI, the Special Servicer shall assume the rights and obligations of the Master Servicer with respect to a Mortgage Loan set forth in (i) Section 4.07 of this Agreement with respect to any Specially Serviced Mortgage Loan Sections 4.01(c), 4.05, 4.08 and 4.09 (but not any liabilities incurred by the Master Servicer prior to the related Servicing Transfer Date) and (ii) Section 4.06 with respect to any Specially Serviced Mortgage Loan and any REO Properties, and Section 4.07 with respect to any REO Properties and, to the extent it receives a certificate from a Master Servicer that any amount is due in connection with maintaining any Insurance Policy pursuant to Section 4.07 with respect to any such Specially Serviced Mortgage Loan, with respect to paying any such amount. Any insurance required to be maintained by the Special Servicer with respect to REO Properties pursuant to this Section 6.03 and any such Section 4.06 4.07 shall be maintained with Qualified Insurers. Except for a duty or obligation of the Master Servicer not assumed by the Special Servicer pursuant to Section 6.02(d), the Master Servicer shall not have any such duty or obligation with respect to a Mortgage Loan unless and until such Mortgage Loan ceases to be a Specially Serviced Mortgage Loan. (c) No later than sixty thirty (6030) days after a Servicing Transfer Date for a Mortgage Loan, the Special Servicer shall deliver to the Trustee, the Depositor, the Master Servicer, each Rating Agency and the Directing Bondholder Certificateholder a report (the "Asset Strategy Report"), ) with respect to such Mortgage Loan and the --------------------- related Mortgaged Property. Such Asset Strategy Report shall set forth the following information to the extent reasonably determinable: (i) summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor; (ii) consideration of alternatives to the exercise of remedies (such as forbearance relief, modification of the terms and conditions of such Mortgage Loan, disposition of the Specially Serviced Mortgage Loan or the related Mortgaged Property and application of the proceeds of such disposition to the outstanding principal balance of such Mortgage Loan and interest thereon, or abandonment of the related Mortgaged Property); (iii) a discussion of the probable time frames and estimated amount of any related Servicing Advances applicable to each of the alternatives referred to above; (iv) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Accepted Special Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and a recommendation as to whether outside legal counsel should be retained; (v) estimated budgets for any operating or capital funds expected to be required for the related Mortgaged Property; (vi) the most current rent roll available for and any strategy for the leasing or releasing of the related Mortgaged Property; (vii) the Special Servicer's analysis and recommendations (which will include a discussion of alternative courses of action and a comparison of the probable benefits and detriments of each alternative course of action) on how such Specially Serviced Mortgage Loan might be returned to performing status and returned to the Master Servicer for regular servicing under Article IV of this Agreement hereof or otherwise realized upon; and (viii) such other information as the Special Servicer deems relevant in light of the Accepted Special Servicing Practices. If within ten (10) Business Days of receiving an Asset Strategy Report, the Directing Bondholder Certificateholder does not disapprove such Asset Strategy Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Strategy Report; provided, however, that notwithstanding anything herein to the contrary the Special Servicer may any such action is not take and shall not be required to take any action that is contrary to applicable Law or Law, the terms of the applicable Mortgage Loan DocumentsDocuments or Accepted Special Servicing Practices. If the Directing Bondholder Certificateholder disapproves such Asset Strategy Report, the Special Servicer will revise such Asset Strategy Report and deliver to the Trustee, the Directing Bondholdereach Monitoring Certificateholder, the Master Servicer and the each Rating Agencies Agency a new Asset Strategy Report as soon as practicable. The Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c) until the Directing Bondholder Certificateholder shall fail to disapprove such revised Asset Strategy Report in writing within ten (10) Business Days of receiving such revised Asset Strategy Report. The Special Servicer may, from time to time, modify any Asset Strategy Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. Notwithstanding the foregoing, the Special Servicer (i) may following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action set forth in such Asset Strategy Report before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interest of the Bondholders Certificateholders and it has made a reasonable effort to contact the Directing Bondholder Certificateholder and (ii) in any case, shall determine whether such disapproval is not in the best interest of all the Bondholders Certificateholders pursuant to Accepted Special Servicing Practices. Upon making such determination, the Special Servicer shall either implement the Asset Strategy Report or notify the Trustee of such rejection and deliver to the Trustee a proposed notice to Bondholders Certificateholders which shall include the Asset Strategy Report, and the Trustee shall send such notice to all Bondholders Certificateholders (or, to the extent known to the Trustee, Bond Certificate Owners). If the majority of such Bondholders Certificateholders (including Bond Certificate Owners), as determined by Bond Certificate Balance, fail within five (5) days of the Trustee's sending such notice to reject such Asset Strategy Report, the Special Servicer shall implement the same. If the Asset Strategy Report is rejected by the BondholdersCertificateholders, the Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c). The Trustee shall be entitled to be reimbursed by the Issuer reimbursement for the reasonable expenses of providing such notices. (d) The Special Servicer shall have the authority to meet with the Mortgagor for any Specially Serviced Mortgage Loan and take such actions consistent with Accepted Special Servicing Practices and the related Asset Strategy Report. The Special Servicer shall not take any action inconsistent with the related Asset Strategy Report. (e) Upon request of any Bondholder Certificateholder (or any Bond Certificate Owner, if applicable, which shall have provided the Trustee with evidence satisfactory to the Special Servicer and the Trustee of its interest in a Bond Certificate pursuant to Section 11.04) or any Rating Agency, the Trustee shall mail, without charge, to the address specified in such request a copy of the most current Asset Strategy Report for any Specially Serviced Mortgage Loan or REO Property. (f) The Special Servicer shall not acquire any personal property on behalf of the Trust Fund pursuant to this Agreement unless either: (i) such personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Trust Fund under the REMIC Provisions or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. (g) Prior to delivering an Asset Strategy Report to any Holder of a Class A1, Class A2, Class A3, Class B, Class C, Class D or Class E Certificate, the Trustee shall have obtained an acknowledgment in the form of Exhibit J from the recipient thereof that U.S. securities law may restrict the use of the information in the Asset Strategy Report.

Servicing of Specially Serviced Mortgage Loans. (a) Following From time to time, following the occurrence of a Servicing Transfer Event, the Special Servicer shall request from the Trustee the name of the current Directing Bondholder. The Trustee shall notify the Special Servicer of the identity of the current Directing Bondholder upon requestCertificateholder. Upon receipt of the name of such current Directing Bondholder Certificateholder from the Trustee, the Special Servicer shall notify the Directing Bondholder Certificateholder of the occurrence of such Servicing Transfer Event. Servicing Officers of the Special Servicer shall, at the request of the Directing BondholderCertificateholder, be reasonably available during regular business hours to discuss with such Bondholder Certificateholder objectives and strategies with respect to the Specially Serviced Mortgage Loans and REO Propertiesstrategies. (b) Subject to Section Sections 6.03(c) and 6.14 below and Accepted Special Servicing Practicesthe other terms of this Agreement, in servicing and administering any Specially Serviced Mortgage Loan or REO Property, the Special Servicer shall have full power and authority to do any and all things in connection with such servicing and administration that it may deem in its best judgment necessary or advisable including, without limitation, to execute and deliver on behalf of the Trustee and the Bondholders Certificateholders any and all instruments of satisfaction or cancellation or of partial release or full release or discharge and all other comparable instruments with respect to such Specially Serviced Mortgage Loan or such REO Mortgage Loan or to agree to any modification, waiver or amendment of any term and to defer, reduce or forgive payment of interest and/or principal of any such Specially Serviced Mortgage Loan. The Special Servicer may not extend the scheduled maturity date of any Specially Serviced Mortgage Loan to a date later than three years prior to the Assumed Final Payment DateDistribution Date provided that if such Mortgage is secured by a leasehold interest, the related scheduled maturity date may not be extended to a date later than ten years prior to the expiration of the related ground lease; and provided, further, that if such Mortgage Loan is a Balloon Mortgage Loan, the related scheduled maturity date may not be extended to a date later than the amortization term thereof absent the related Balloon Payment. Notwithstanding the foregoing, no such extension may be effected unless the Special Servicer shall deliver to the Trustee an Officer's Certificate certifying that in the judgment of such Special Servicer such extension is expected to increase the recovery value of the related Mortgage Loan on a net present value basis; provided that such certificate shall not represent any assurances that any such recovery will actually be realized. The expenses incurred in connection with the preparation of certain such instruments shall be reimbursed to the Special Servicer pursuant to Section 11.14(f). The Special Servicer may from time to time request in writing any powers of attorney and other documents necessary or appropriate to enable the Special Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written request, the Special Servicer shall prepare for signature by the Trustee, and the Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Special Servicer. In addition to the duties and obligations set forth in this Article VI, the Special Servicer shall assume the rights and obligations of the Master Servicer with respect to a Mortgage Loan set forth in (i) Section 4.07 of this Agreement with respect to any Specially Serviced Mortgage Loan Sections 4.01(c), 4.05, 4.08 and 4.09 (but not any liabilities incurred by the Master Servicer prior to the related Servicing Transfer Date) and (ii) Section 4.06 with respect to any Specially Serviced Mortgage Loan and any REO Properties, and Section 4.07 with respect to any REO Properties and, to the extent it receives a certificate from a Master Servicer that any amount is due in connection with maintaining any Insurance Policy pursuant to Section 4.07 with respect to any such Specially Serviced Mortgage Loan, with respect to paying any such amount. Any insurance required to be maintained by the Special Servicer with respect to REO Properties pursuant to this Section 6.03 and any such Section 4.06 4.07 shall be maintained with Qualified Insurers. Except for a duty or obligation of the Master Servicer not assumed by the Special Servicer pursuant to Section 6.02(d), the Master Servicer shall not have any such duty or obligation with respect to a Mortgage Loan unless and until such Mortgage Loan ceases to be a Specially Serviced Mortgage Loan. (c) No later than sixty thirty (6030) days after a Servicing Transfer Date for a Mortgage Loan, the Special Servicer shall deliver to the Trustee, the Depositor, the Master Servicer, each Rating Agency and the Directing Bondholder Certificateholder a report (the "Asset Strategy Report"), ) with respect to such Mortgage Loan and the related Mortgaged Property. Such Asset Strategy Report shall set forth the following information to the extent reasonably determinable: (i) summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor; (ii) consideration of alternatives to the exercise of remedies (such as forbearance relief, modification of the terms and conditions of such Mortgage Loan, disposition of the Specially Serviced Mortgage Loan or the related Mortgaged Property and application of the proceeds of such disposition to the outstanding principal balance of such Mortgage Loan and interest thereon, or abandonment of the related Mortgaged Property); (iii) a discussion of the probable time frames and estimated amount of any related Servicing Advances applicable to each of the alternatives referred to above; (iv) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Accepted Special Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and a recommendation as to whether outside legal counsel should be retained; (v) estimated budgets for any operating or capital funds expected to be required for the related Mortgaged Property; (vi) the most current rent roll available for and any strategy for the leasing or releasing of the related Mortgaged Property; (vii) the Special Servicer's analysis and recommendations (which will include a discussion of alternative courses of action and a comparison of the probable benefits and detriments of each alternative course of action) on how such Specially Serviced Mortgage Loan might be returned to performing status and returned to the Master Servicer for regular servicing under Article IV of this Agreement hereof or otherwise realized upon; and (viii) such other information as the Special Servicer deems relevant in light of the Accepted Special Servicing Practices. If within ten (10) Business Days of receiving an Asset Strategy Report, the Directing Bondholder Certificateholder does not disapprove such Asset Strategy Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Strategy Report; provided, however, that notwithstanding anything herein to the contrary the Special Servicer may any such action is not take and shall not be required to take any action that is contrary to applicable Law or Law, the terms of the applicable Mortgage Loan DocumentsDocuments or Accepted Special Servicing Practices. If the Directing Bondholder Certificateholder disapproves such Asset Strategy Report, the Special Servicer will revise such Asset Strategy Report and deliver to the Trustee, the Directing Bondholdereach Monitoring Certificateholder, the Master Servicer and the each Rating Agencies Agency a new Asset Strategy Report as soon as practicable. The Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c) until the Directing Bondholder Certificateholder shall fail to disapprove such revised Asset Strategy Report in writing within ten (10) Business Days of receiving such revised Asset Strategy Report. The Special Servicer may, from time to time, modify any Asset Strategy Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. Notwithstanding the foregoing, the Special Servicer (i) may may, following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action set forth in such Asset Strategy Report before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interest of the Bondholders Certificateholders and it has made a reasonable effort to contact the Directing Bondholder Certificateholder and (ii) in any case, shall determine whether such disapproval is not in the best interest of all the Bondholders Certificateholders pursuant to Accepted Special Servicing Practices. Upon making such determinationthe determination set forth in clause (ii) above, the Special Servicer shall either implement the Asset Strategy Report or notify the Trustee of such rejection and deliver to the Trustee a proposed notice to Bondholders Certificateholders which shall include the Asset Strategy Report, and the Trustee shall send such notice to all Bondholders Certificateholders (or, to the extent known to the Trustee, Bond Certificate Owners). If the majority of such Bondholders Certificateholders (including Bond Certificate Owners), as determined by Bond Certificate Balance, fail within five (5) days of the Trustee's sending such notice to reject such Asset Strategy Report, the Special Servicer shall implement the same. If the Asset Strategy Report is rejected by the BondholdersCertificateholders, the Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c). The Trustee shall be entitled to be reimbursed by the Issuer reimbursement for the reasonable expenses of providing such notices. (d) The Special Servicer shall have the authority to meet with the Mortgagor for any Specially Serviced Mortgage Loan and take such actions consistent with Accepted Special Servicing Practices and the related Asset Strategy Report. The Special Servicer shall not take any action inconsistent with the related Asset Strategy Report. (e) Upon request of any Bondholder Certificateholder (or any Bond Certificate Owner, if applicable, which shall have provided the Trustee with evidence satisfactory to the Special Servicer and the Trustee of its interest in a Bond Certificate pursuant to Section 11.04) or any Rating Agency, the Trustee shall mail, without charge, to the address specified in such request a copy of the most current Asset Strategy Report for any Specially Serviced Mortgage Loan or REO Property. (f) The Special Servicer shall not acquire any personal property on behalf of the Trust Fund pursuant to this Agreement unless either: (i) such personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Trust Fund under the REMIC Provisions or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. (g) Prior to delivering an Asset Strategy Report to any Holder of a Class A1, Class A2, Class A3, Class B, Class C, Class D or Class E Certificate, the Trustee shall have obtained an acknowledgment in the form of Exhibit J from the recipient thereof that U.S. securities law may restrict the use of the information in the Asset Strategy Report.

Servicing of Specially Serviced Mortgage Loans. (a) Following the occurrence of a Servicing Transfer Event, the Special Servicer shall request from the Trustee the name of the current Directing Bondholder. The Trustee shall notify the Special Servicer of the identity name and address of the current each Directing Bondholder upon requestCertificateholder within 10 days of its learning of same. Upon receipt of the name of such current Directing Bondholder from the Trustee, the Special The Master Servicer shall notify the Directing Bondholder Certificateholder of the occurrence of such Servicing Transfer Event. Servicing Officers of the Special Servicer shall, at the request of the Directing Bondholder, be reasonably available during regular business hours to discuss with such Bondholder objectives and strategies with respect to the Specially Serviced Mortgage Loans and REO PropertiesEvent within two (2) Business Days. (b) Subject to Section Sections 6.03(c) below and 6.14 below, Accepted Special Servicing PracticesPractices and the other terms of this Agreement, in servicing and administering any Specially Serviced Mortgage Loan or REO Property, the Special Servicer shall have full power and authority to do any and all things in connection with such servicing and administration that it may deem in its best judgment necessary or advisable including, without limitation, to execute and deliver on behalf of the Trustee and the Bondholders Certificateholders any and all instruments of satisfaction or cancellation or of partial release or full release or discharge and all other comparable instruments with respect to such Specially Serviced Mortgage Loan or such REO Mortgage Loan or pursuant to Accepted Special Servicing Practices to agree to any modification, assumption, extension, waiver or amendment of any term and to defer, reduce or forgive payment of interest and/or principal of any such Specially Serviced Mortgage LoanLoan provided, however, with respect to any such modification, assumption, extension, waiver or amendment, the Special Servicer has determined in its reasonable judgement that such modification, assumption, extension, waiver or amendment is expected to increase the recovery value of the related Mortgage Loan on a net present value basis. Notwithstanding the foregoing, the Special Servicer shall not release, substitute, or add any Mortgaged Property, except as otherwise provided in the related Mortgage Loan Documents, unless such Special Servicer shall have obtained written confirmation from each Rating Agency stating that upon such release, substitution or addition none of the then-current rating or ratings of all outstanding Classes of the Certificates would be qualified (if applicable), downgraded or withdrawn by each Rating Agency as a result thereof. The Special Servicer may not extend the scheduled maturity date of any Specially Serviced Mortgage Loan to a date later than three years prior to the Assumed Rated Final Payment DateDistribution Date provided that if such Mortgage is secured by a leasehold interest, the related 100 scheduled maturity date may not be extended to a date later than twenty years prior to the expiration of the related ground lease; and provided, further, that if such Mortgage Loan is a Balloon Mortgage Loan, the related scheduled maturity date may not be extended to a date later than the amortization term thereof absent the related Balloon Payment. Notwithstanding the foregoing, no such extension may be effected unless the Special Servicer shall deliver to the Trustee an Officer's Certificate certifying that in the judgment of such Special Servicer such extension is expected to increase the recovery value of the related Mortgage Loan on a net present value basis; provided that such certificate shall not represent any assurances that any such recovery will actually be realized. The expenses incurred in connection with the preparation of certain such instruments shall be reimbursed to the Special Servicer pursuant to Section 3.15. The Special Servicer may from time to time request in writing any powers of attorney and other documents necessary or appropriate to enable the Special Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written request, the Special Servicer shall prepare for signature by the Trustee, and the Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Special Servicer. In addition to the duties and obligations set forth in this Article VI, as to any Specially Serviced Mortgage Loan the Special Servicer shall assume the rights and obligations of the Master Servicer with respect to a Mortgage Loan set forth in (iSections 4.08 and 4.09(b) Section 4.07 of this Agreement with respect to any Specially Serviced Mortgage Loan (but not any liabilities incurred by the Master Servicer prior to the related Servicing Transfer Date) and (ii) Section 4.06 with respect to any Specially Serviced Mortgage Loan and any REO Properties, and Section 4.07 with respect to any REO Properties and, to the extent it receives a certificate from a Master Servicer that any amount is due in connection with maintaining any Insurance Policy pursuant to Section 4.07 with respect to any such Specially Serviced Mortgage Loan, with respect to paying or collecting any such amount. Any insurance required to be maintained by the Special Servicer with respect to REO Properties pursuant to this Section 6.03 and any such Section 4.06 4.07 shall be maintained with Qualified Insurers. Except for a duty or obligation of the Master Servicer not assumed by the Special Servicer pursuant to Section 6.02(d), the Master Servicer shall not have any such duty or obligation with respect to a Mortgage Loan unless and until such Mortgage Loan ceases to be a Specially Serviced Mortgage Loan. (c) No later than sixty thirty (6030) days after a Servicing Transfer Date for a Mortgage Loan, the Special Servicer shall deliver to the Trustee, the Depositor, the Master Servicer, each Rating Agency and the Directing Bondholder Certificateholder a report (the "Asset Strategy Report"), ) with respect to such Mortgage Loan and the related Mortgaged Property. Such Asset Strategy Report shall set forth the following information to the extent reasonably determinable: (i) summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor; (ii) consideration of alternatives to the exercise of remedies (such as forbearance relief, modification of the terms and conditions of such Mortgage Loan, disposition of the Specially Serviced Mortgage Loan or the related Mortgaged Property and application of the proceeds of such 101 disposition to the outstanding principal balance of such Mortgage Loan and interest thereon, or abandonment of the related Mortgaged Property); (iii) a discussion of the probable time frames and estimated amount of any related Servicing Advances applicable to each of the alternatives referred to above; (iv) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Accepted Special Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and a recommendation as to whether outside legal counsel should be retained; (v) estimated budgets for any operating or capital funds expected to be required for the related Mortgaged Property; (vi) the most current rent roll available for and any strategy for the leasing or releasing of the related Mortgaged Property; (vii) the Special Servicer's analysis and recommendations (which will include a discussion of alternative courses of action and a comparison of the probable benefits and detriments of each alternative course of action) on how such Specially Serviced Mortgage Loan might be returned to performing status and returned to the Master Servicer for regular servicing under Article IV of this Agreement hereof or otherwise realized upon; and (viii) such other information as the Special Servicer deems relevant in light of the Accepted Special Servicing Practices. If within ten (10) Business Days of receiving an Asset Strategy Report, the Directing Bondholder Certificateholder does not disapprove such Asset Strategy Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Strategy Report; provided, however, that notwithstanding anything herein to the contrary the Special Servicer may any such action is not take and shall not be required to take any action that is contrary to applicable Law or Law, the terms of the applicable Mortgage Loan DocumentsDocuments or Accepted Special Servicing Practices. If the Directing Bondholder Certificateholder disapproves such Asset Strategy Report, the Special Servicer will revise such Asset Strategy Report and deliver to the Trustee, the each Directing BondholderCertificateholder, the Master Servicer and the each Rating Agencies Agency a new Asset Strategy Report as soon as practicable. The Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c) until the Directing Bondholder Certificateholder shall fail to disapprove such revised Asset Strategy Report in writing within ten (10) Business Days of receiving such revised Asset Strategy Report; provided, however, the Special Servicer shall implement the last submitted Asset Strategy Report if 60 days have elapsed since the Directing Certificateholder's receipt of the Asset Strategy Report. The Special Servicer may, from time to time, modify any Asset Strategy Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. Notwithstanding the foregoing, the Special Servicer (i) may may, following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action set forth in such Asset Strategy Report before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interest of the Bondholders Certificateholders and it has made a reasonable effort to contact the Directing Bondholder Certificateholder and (ii) in any case, shall determine whether such disapproval is not in the best interest of all the Bondholders Certificateholders pursuant to Accepted Special Servicing Practices. Upon making such determinationthe determination set forth in clause (ii) above, the Special Servicer shall either implement the Asset Strategy Report or or, if it determines that such disapproval is not in the best interest of all the Certificateholders, notify the Trustee of such rejection and deliver to the Trustee a proposed notice to Bondholders Certificateholders which shall include the Asset Strategy Report, and the Trustee shall send such notice to all Bondholders Certificateholders (or, to the extent known to the Trustee, Bond Certificate Owners). If the majority of such Bondholders Certificateholders (including Bond Certificate Owners), as determined by Bond Certificate Balance, fail within five (5) days of the Trustee's sending such notice to reject such Asset Strategy Report, the Special Servicer shall implement the same. If the Asset Strategy Report is rejected by the BondholdersCertificateholders, the Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c). The Trustee shall be entitled to be reimbursed by reimbursement from the Issuer Trust Fund for the reasonable expenses of providing such notices. (d) The Special Servicer shall have the authority to meet with the Mortgagor for any Specially Serviced Mortgage Loan and take such actions consistent with Accepted Special Servicing Practices and the related Asset Strategy Report. The Special Servicer shall not take any action inconsistent with the related Asset Strategy ReportReport unless required pursuant to this Section 6.03 or Accepted Special Servicing Practices. (e) Upon request of any Bondholder Certificateholder (or any Bond Certificate Owner, if applicable, which shall have provided the Trustee with evidence satisfactory to a certificate, using the Special Servicer form attached as Exhibit AA, which form is available on, and may be submitted through, the Trustee Trustee's Website located at "www.ctslink.com/cmbs", of its interest in a Bond intexxxx xx x Xxxxxxxxxxe pursuant to Section 11.04) ), or any Rating Agency, the Trustee shall mail, without chargeat the expense of the requesting party, to the address specified in such request a copy of the most current Asset Strategy Report for any Specially Serviced Mortgage Loan or REO Property, unless it is notified that the same is prohibited by applicable law or the related Mortgage Loan documents and only upon execution of a confidentiality agreement in the form of Exhibit K by the requesting party; provided, however, that no Asset Strategy Report shall be delivered to the Mortgagor on the related Specially Serviced Mortgage Loan, an affiliate thereof or a Person acting on behalf of the Mortgagor. (f) The Special Servicer shall not acquire any personal property on behalf of the Trust Fund pursuant to this Agreement unless either: (i) such personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Trust Fund under the REMIC Provisions or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding.

Servicing of Specially Serviced Mortgage Loans. (a) Following From time to time, following the occurrence of a Servicing Transfer Event, the Special Servicer shall request from the Trustee the name of the current Directing Bondholder. The Trustee shall notify the Special Servicer of the identity of the current Directing Bondholder upon requestCertificateholder. Upon receipt of the name of such current Directing Bondholder Certificateholder from the Trustee, the Special Servicer shall notify the Directing Bondholder Certificateholder of the occurrence of such Servicing Transfer Event. Servicing Officers of the Special Servicer shall, at the request of the Directing BondholderCertificateholder, be reasonably available during regular business hours to discuss with such Bondholder Certificateholder objectives and strategies with respect to the Specially Serviced Mortgage Loans and REO Propertiesstrategies. (b) Subject to Section Sections 6.03(c) and 6.14 below and Accepted Special Servicing Practicesthe other terms of this Agreement, in servicing and administering any Specially Serviced Mortgage Loan or REO Property, the Special Servicer shall have full power and authority to do any and all things in connection with such servicing and administration that it may deem in its best judgment necessary or advisable including, without limitation, to execute and deliver on behalf of the Trustee and the Bondholders Certificateholders any and all instruments of satisfaction or cancellation or of partial release or full release or discharge and all other comparable instruments with respect to such Specially Serviced Mortgage Loan or such REO Mortgage Loan or to agree to any modification, waiver or amendment of any term and to defer, reduce or forgive payment of interest and/or principal of any such Specially Serviced Mortgage Loan. The Special Servicer may not extend the scheduled maturity date of any Specially Serviced Mortgage Loan to a up to three one year extensions beyond the scheduled maturity date later than three years prior thereof as of the Cut-off Date. The expenses incurred in connection with the preparation of certain such instruments shall be reimbursed to the Assumed Final Payment DateSpecial Servicer pursuant to Section 11.14(f). The Special Servicer may from time to time request in writing any powers of attorney and other documents necessary or appropriate to enable the Special Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written request, the Special Servicer shall prepare for signature by the Trustee, and the Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Trustee shall not be held liable for any misuse of any such power of attorney by the Special Servicer. In addition to the duties and obligations set forth in this Article VI, the Special Servicer shall assume the rights and obligations of the Master Primary Servicer with respect to a Mortgage Loan set forth in (i) Section 4.07 of this Agreement Sections 4.01(c), 4.05, 4.08 and 4.09 with respect to any Specially Serviced Mortgage Loan (but not any liabilities incurred by the Master Primary Servicer prior to the related Servicing Transfer Date) and (ii) any REO Properties and Section 4.06 4.07 with respect to any REO PropertiesProperties and, to the extent it receives a certificate from a Primary Servicer that any amount is due in connection with maintaining any Insurance Policy pursuant to Section 4.07 with respect to any such Specially Serviced Mortgage Loan, with respect to paying any such amount. Any insurance required to be maintained by the Special Servicer with respect to REO Properties pursuant to this Section 6.03 and any such Section 4.06 4.07 shall be maintained with Qualified Insurers. Except for a duty or obligation of a Primary Servicer not assumed by the Special Servicer pursuant to Section 6.02(d), such Primary Servicer shall not have any such duty or obligation with respect to the related Mortgage Loan unless and until such Mortgage Loan ceases to be a Specially Serviced Mortgage Loan. (c) No later than sixty thirty (6030) days after a Servicing Transfer Date for a Mortgage Loan, the Special Servicer shall deliver to the Trustee, the Depositor, the Master Servicer, each Rating Agency and the Directing Bondholder Certificateholder a report (the "Asset Strategy Report"), ) with --------------------- respect to such Mortgage Loan and the related Mortgaged Property. Such Asset Strategy Report shall set forth the following information to the extent reasonably determinable: (i) summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor; (ii) consideration of alternatives to the exercise of remedies (such as forbearance relief, modification of the terms and conditions of such Mortgage Loan, disposition of the Specially Serviced Mortgage Loan or the related Mortgaged Property and application of the proceeds of such disposition to the outstanding principal balance of such Mortgage Loan and interest thereon, or abandonment of the related Mortgaged Property); (iii) a discussion of the probable time frames and estimated amount of any related Servicing Advances applicable to each of the alternatives referred to above; (iv) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Accepted Special Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and a recommendation as to whether outside legal counsel should be retained; (v) estimated budgets for any operating or capital funds expected to be required for the related Mortgaged Property; (vi) the most current rent roll available for and any strategy for the leasing or releasing of the related Mortgaged Property; (vii) the Special Servicer's analysis and recommendations (which will include a discussion of alternative courses of action and a comparison of the probable benefits and detriments of each alternative course of action) on how such Specially Serviced Mortgage Loan might be returned to performing status and returned to the Master Primary Servicer for regular servicing under Article IV of this Agreement hereof or otherwise realized upon; and (viii) such other information as the Special Servicer deems relevant in light of the Accepted Special Servicing Practices. If within ten (10) Business Days of receiving an Asset Strategy Report, the Directing Bondholder Certificateholder does not disapprove such Asset Strategy Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Strategy Report; provided, however, that notwithstanding anything herein to the contrary the Special Servicer may not take and shall not be required to take any action that is contrary to applicable Law or the terms of the applicable Mortgage Loan Documents. If the Directing Bondholder Certificateholder disapproves such Asset Strategy Report, the Special Servicer will revise such Asset Strategy Report and deliver to the Trustee, the Directing Bondholdereach Monitoring Certificateholder, the Master Servicer and the each Rating Agencies Agency a new Asset Strategy Report as soon as practicable. The Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c) until the Directing Bondholder Certificateholder shall fail to disapprove such revised Asset Strategy Report in writing within ten (10) Business Days of receiving such revised Asset Strategy Report. The Special Servicer may, from time to time, modify any Asset Strategy Report it has previously delivered and implement such report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this Section. Notwithstanding the foregoing, the Special Servicer (i) may following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action set forth in such Asset Strategy Report before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interest of the Bondholders Certificateholders and it has made a reasonable effort to contact the Directing Bondholder Certificateholder and (ii) in any case, shall determine whether such disapproval is not in the best interest of all the Bondholders Certificateholders pursuant to Accepted Special Servicing Practices. Upon making such determination, the Special Servicer shall either implement the Asset Strategy Report or notify the Trustee of such rejection and deliver to the Trustee a proposed notice to Bondholders Certificateholders which shall include the Asset Strategy Report, and the Trustee shall send such notice to all Bondholders Certificateholders (or, to the extent known to the Trustee, Bond Certificate Owners). If the majority of such Bondholders Certificateholders (including Bond Certificate Owners), as determined by Bond Certificate Balance, fail within five (5) days of the Trustee's sending such notice to reject such Asset Strategy Report, the Special Servicer shall implement the same. If the Asset Strategy Report is rejected by the BondholdersCertificateholders, the Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c). The Trustee shall be entitled to be reimbursed by the Issuer reimbursement for the reasonable expenses of providing such notices. (d) The Special Servicer shall have the authority to meet with the Mortgagor for any Specially Serviced Mortgage Loan and take such actions consistent with Accepted Special Servicing Practices and the related Asset Strategy Report. The Special Servicer shall not take any action inconsistent with the related Asset Strategy Report. (e) Upon request of any Bondholder Certificateholder (or any Bond Certificate Owner, if applicable, which shall have provided the Trustee with evidence satisfactory to the Special Servicer and the Trustee of its interest in a Bond Certificate pursuant to Section 11.04) or any Rating Agency, the Trustee shall mail, without charge, to the address specified in such request a copy of the most current Asset Strategy Report for any Specially Serviced Mortgage Loan or REO Property. (f) The Special Servicer shall not acquire any personal property on behalf of the Trust Fund pursuant to this Agreement unless either: (i) such personal property is incident to real property (within the meaning of Section 856(e)(1) of the Code) so acquired by the Special Servicer; or (ii) the Special Servicer shall have obtained an Opinion of Counsel to the effect that the holding of such personal property by the Trust Fund will not cause the imposition of a tax on the Trust Fund under the REMIC Provisions or cause the Trust Fund to fail to qualify as a REMIC at any time that any Certificate is outstanding. (g) Prior to delivering an Asset Strategy Report to any Holder of a Class A1, Class A2, Class A3, Class B, Class C, Class D, Class E or Class X Certificate, the Trustee shall have obtained an acknowledgment in the form of Exhibit J from the recipient thereof that U.S. securities law may restrict the use of the information in the Asset Strategy Report.

Servicing of Specially Serviced Mortgage Loans. (a) Following the occurrence of a Servicing Transfer Event, the Special Servicer shall request from the Indenture Trustee the name of the current Directing Bondholder. The Indenture Trustee shall notify the Special Servicer of the identity of the current Directing Bondholder upon request. Upon receipt of the name of such current Directing Bondholder from the Indenture Trustee, the Special Servicer shall notify the Directing Bondholder of the occurrence of such Servicing Transfer Event. Servicing Officers of the Special Servicer shall, at the request of the Directing Bondholder, be reasonably available during regular business hours to discuss with such Bondholder objectives and strategies with respect to the Specially Serviced Mortgage Loans and REO Properties. (b) Subject to Section 6.03(c) below and Accepted Special Servicing Practices, in servicing and administering any Specially Serviced Mortgage Loan or REO Property, the Special Servicer shall have full power and authority to do any and all things in connection with such servicing and administration that it may deem in its best judgment necessary or advisable including, without limitation, to execute and deliver on behalf of the Indenture Trustee and the Bondholders any and all instruments of satisfaction or cancellation or of partial release or full release or discharge and all other comparable instruments with respect to such Specially Serviced Mortgage Loan or such REO Mortgage Loan or to agree to any modification, waiver or amendment of any term and to defer, reduce or forgive payment of interest and/or principal of any such Specially Serviced Mortgage Loan. The Special Servicer may not extend the scheduled maturity date Loan Maturity Date of any Specially Serviced Mortgage Loan to a date later than three years prior to the Assumed Final Payment DateStated Maturity Date (or, with respect to any Mortgage Loan secured in whole or in part by a Mortgaged Property which is a leasehold, beyond a date which is later than ten (10) years prior to the expiration of the term of the related ground lease). Notwithstanding the foregoing, the Special Servicer may not permit any such modification with respect to a Balloon Mortgage Loan if such modification results in the extension of such Loan Maturity Date beyond the amortization term of such Balloon Mortgage Loan absent the related Balloon Payment. The Special Servicer may from time to time request in writing any powers of attorney and other documents necessary or appropriate to enable the Special Servicer to carry out its servicing and administrative duties hereunder. If it shall make such written request, the Special Servicer shall prepare for signature by the Indenture Trustee, and the Indenture Trustee shall sign any such powers of attorney or other documents necessary or appropriate to carry out such duties hereunder; provided, however, that the Indenture Trustee shall not be held liable for any misuse of any such power of attorney by the Special Servicer. In addition to the duties and obligations set forth in this Article VI, the Special Servicer shall assume the rights and obligations of the Master Servicer set forth in (i) Section 4.07 of this Servicing Agreement with respect to any Specially Serviced Mortgage Loan (but not any liabilities incurred by the Master Servicer prior to the related Servicing Transfer Date) and (ii) Section 4.06 with respect to REO Properties. Any insurance required to be maintained by the Special Servicer with respect to REO Properties pursuant to this Section and any such Section 4.06 shall be maintained with Qualified Insurers. (c) No later than sixty (60) days after a Servicing Transfer Date for a Mortgage Loan, the Special Servicer shall deliver to the Indenture Trustee, the Master Servicer, each Rating Agency and the Directing Bondholder a report (the "an Asset Strategy Report"), with respect to such Mortgage Loan and the related Mortgaged Property. Such Asset Strategy Report shall set forth the following information to the extent reasonably determinable: (i) summary of the status of such Specially Serviced Mortgage Loan and any negotiations with the related Mortgagor; (ii) consideration of alternatives to the exercise of remedies (such as forbearance relief, modification of the terms and conditions of such Mortgage Loan, disposition of the Specially Serviced Mortgage Loan or the related Mortgaged Property and application of the proceeds of such disposition to the outstanding principal balance of such Mortgage Loan and interest thereon, or abandonment of the related Mortgaged Property); (iii) a discussion of the probable time frames and estimated amount of any related Servicing Property Protection Advances applicable to each of the alternatives referred to above; (iv) a discussion of the legal and environmental considerations reasonably known to the Special Servicer, consistent with the Accepted Special Servicing Practices, that are applicable to the exercise of remedies as aforesaid and to the enforcement of any related guaranties or other collateral for the related Mortgage Loan and a recommendation as to whether outside environmental legal counsel should be retained; (v) estimated budgets for any operating or capital funds expected to be required for the related Mortgaged Property; (vi) the most current rent roll available for and any strategy for the leasing or releasing of the related Mortgaged Property; (vii) the Special Servicer's analysis and recommendations (which will include a discussion of alternative courses of action and a comparison of the probable benefits and detriments of each alternative course of action) on how such Specially Serviced Mortgage Loan might be returned to performing status and returned to the Master Servicer for regular servicing under Article IV of this Servicing Agreement or otherwise realized upon; and (viii) such other information as the Special Servicer deems relevant in light of the Accepted Special Servicing Practices. If within ten (10) Business Days of receiving an Asset Strategy Report, the Directing Bondholder does not disapprove such Asset Strategy Report in writing, the Special Servicer shall implement the recommended action as outlined in such Asset Strategy Report; provided, however, that the Special Servicer is required to implement the recommended action as outlined in such Asset Strategy Report if it makes the affirmative determination that not taking such action would result in a violation of the Accepted Special Servicing Practices; and provided, further, however, that notwithstanding anything herein to the contrary contrary, the Special Servicer may not take take, and shall not be required to take take, any action that is contrary to applicable Law Law, Accepted Special Servicing Practices or the terms of the applicable Mortgage Loan Documents. If the Directing Bondholder disapproves such Asset Strategy ReportReport within ten (10) Business Days of receipt, the Special Servicer will revise such Asset Strategy Report and deliver to the Indenture Trustee, the Directing Bondholder, the Master Servicer and the Rating Agencies a new Asset Strategy Report as soon as practicable. The Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c) until the Directing Bondholder shall fail to disapprove such revised Asset Strategy Report in writing within ten (10) Business Days of receiving such revised Asset Strategy Report; provided, however, that the Special Servicer shall not be under any obligation to perform any actions or delay implementation of the action outlined in the Asset Strategy Report or revise such Asset Strategy Report to take any actions which are not consistent with Accepted Special Services Practices, applicable Laws or the terms of the related Mortgage Loan Documents. The Special Servicer may, from time to time, modify any Asset Strategy Report it has previously delivered and implement actions outlined in such reportmodified Asset Strategy Report, provided such report shall have been prepared, reviewed and not rejected pursuant to the terms of this SectionSection and the Rating Agencies shall have been provided with a copy of any such modification. Notwithstanding the foregoing, the Special Servicer (i) may following the occurrence of an extraordinary event with respect to the related Mortgaged Property, take any action set forth in such Asset Strategy Report before the expiration of a ten (10) Business Day period if the Special Servicer has reasonably determined that failure to take such action would materially and adversely affect the interest interests of the Bondholders and it has made a reasonable effort to contact the Directing Bondholder and (ii) in any case, shall determine whether such disapproval is not in the best interest of all the Bondholders pursuant to Accepted Special Servicing Practices. Upon making such determination, the Special Servicer shall either implement the Asset Strategy Report or notify the Indenture Trustee of such rejection and deliver to the Indenture Trustee a proposed notice to Bondholders which shall include the Asset Strategy Report, and the Indenture Trustee shall send such notice to all Bondholders (or, to the extent known to the Indenture Trustee, Bond Owners). If the majority of such Bondholders (including Bond Owners), as determined by Bond Balance, fail to reject such Asset Strategy Report within five (5) days of the Indenture Trustee's sending such notice to reject such Asset Strategy Reportnotice, the Special Servicer shall implement the same. If the Asset Strategy Report is rejected by the Bondholders, the Special Servicer shall revise such Asset Strategy Report as described above in this Section 6.03(c). The Indenture Trustee shall be entitled to be reimbursed by the Issuer for the reasonable expenses of providing such notices. (d) The Special Servicer shall have the authority to meet with the Mortgagor for any Specially Serviced Mortgage Loan and take such actions consistent with Accepted Special Servicing Practices and the related Asset Strategy Report. The Special Servicer shall not take any action inconsistent with the related Asset Strategy Report. (e) The Special Servicer shall have the right to determine, in accordance with Accepted Special Servicing Practices, the advisability of the maintenance of an action to obtain a deficiency judgment if the state in which an REO Property is located and the terms of the related Mortgage Loan permit such an action. (f) Upon request of any Bondholder (or any Bond Owner, if applicable, which shall have provided the Indenture Trustee with evidence satisfactory to the Special Servicer and the Indenture Trustee of its interest in a Bond pursuant to Section 11.04) or any Rating Agency, the Indenture Trustee shall mail, without charge, to the address specified in such request a copy of the most current Asset Strategy Report for any Specially Serviced Mortgage Loan or REO PropertyProperty in its possession, unless (i) such distribution is limited or prohibited by confidentiality or other restrictions imposed by Law, or (ii) the Indenture Trustee determines, in its reasonable judgment, that delivery of such Asset Strategy Report would not be in the best interest of the Bondholders.