Special Serviced Mortgage Loans. If directed by the Special Servicer and solely at the Special Servicer’s option, each Servicer, other than WMMSC (a “Transferring Servicer”), shall transfer the servicing of any Mortgage Loan (other than a WMMSC Serviced Mortgage Loan) 90 days or more delinquent to the Special Servicer. The Special Servicer shall thereupon assume all of the rights and obligations of the Transferring Servicer, as Servicer, hereunder arising thereafter and the Transferring Servicer shall have no further rights or obligations, as Servicer, hereunder with respect to such Mortgage Loan (except that the Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.09 hereof or for any acts or omissions of the Transferring Servicer hereunder prior to the servicing transfer date, (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof or (iii) deemed to have made any representations and warranties of the Transferring Servicer hereunder). Upon the transfer of the servicing of any such Mortgage Loan to the Special Servicer, the Special Servicer shall be entitled to the Servicing Fee and other compensation accruing after the servicing transfer date with respect to such Mortgage Loans pursuant to Section 3.14. In connection with the transfer of the servicing of any Mortgage Loan to the Special Servicer, the Transferring Servicer, at the Special Servicer’s expense, shall deliver to the Special Servicer all documents and records relating to such Mortgage Loans and an accounting of amounts collected or held by it and otherwise use its best efforts to effect the orderly and efficient transfer of the servicing to the Special Servicer. On the servicing transfer date, the Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees relating to the Mortgage Loans for which the servicing is being transferred. The Special Servicer shall be entitled to be reimbursed pursuant to Section 3.08 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees paid by the Transferring Servicer pursuant to this Section 3.19. In addition, the Special Servicer shall notify the Master Servicer of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Lo...
Special Serviced Mortgage Loans. (a) The Holder of the largest Percentage Interest of Class X Certificates may, at its discretion, appoint a Special Servicer; provided, that any such successor Special Servicer shall meet all the requirements of a Servicer under this Agreement and shall comply in all respects with the applicable provisions of this Agreement. The Class X Certificateholder shall notify the Trustee and the Depositor upon the appointment of a Special Servicer and the Trustee shall notify the Servicers of such appointment. The Class X Certificateholder shall not appoint a Special Servicer under the terms of this Agreement with respect to any Mortgage Loans unless:
(i) such Special Servicer first agrees in writing with the Class X Certificateholder to deliver an Annual Statement of Compliance in such manner and at such times as required by Section 3.17 of this Agreement; and
(ii) such Special Servicer first agrees in writing with the Class X Certificateholder to deliver an Assessment of Compliance and an Accountant’s Attestation in such manner and at such times as required by Section 3.18(i) of this Agreement; and
(iii) such Special Servicer agrees to indemnify and hold harmless each of the Depositor and the Trustee and each Person, if any, who “controls” the Depositor or the Trustee within the meaning of the Securities Act and their respective officers, directors and affiliates from and against any losses, damages, penalties, fines, forfeitures, reasonable and necessary legal fees and related costs, judgments and other costs and expenses that such Person may sustain arising out of third party claims based on (i) the failure of such Special Servicer to deliver or cause to be delivered when required any Annual Statement of Compliance, Assessment of Compliance or Accountant’s Attestation required pursuant to Sections 3.17 and 3.18(i), or (ii) any material misstatement or omission contained in any Annual Statement of Compliance or Assessment of Compliance provided pursuant to Sections 3.17 and 3.18(i).
(b) The majority Class X Certificateholder may (but is not obligated to) direct any Special Servicer to assume the servicing from each Servicer (a “Transferring Servicer”) of any Mortgage Loan 90 days or more delinquent. Such Special Servicer shall thereupon assume all of the rights and obligations of the Transferring Servicer, as Servicer, hereunder arising thereafter and the Transferring Servicer shall have no further rights or obligations, as Servicer, hereunder with respect to su...
Special Serviced Mortgage Loans. 49 SECTION 3.04
Special Serviced Mortgage Loans. If directed by the Special Servicer and solely at the Special Servicer's option, a Servicer shall transfer the servicing of any Mortgage Loan 91 days or more delinquent to the Special Servicer. The Special Servicer shall thereupon assume all of the rights and obligations of such Servicer hereunder arising thereafter and the related predecessor Servicer shall have no further responsibility with respect to such Mortgage Loan (except that the Special Servicer shall not be (i) liable for losses of such Servicer pursuant to Section 3.10 hereof or for any acts or omissions of the related predecessor Servicer hereunder prior to the servicing transfer date, (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to Section 2.02 or 2.03 hereof or (iii) deemed to have made any representations and warranties of such predecessor Servicer
Special Serviced Mortgage Loans. 70 SECTION 3.04 Trust Administrator to Act as Master Servicer or Servicer...................................71 SECTION 3.05 Collection of Mortgage Loans; Collection Accounts; Certificate Account......................71 SECTION 3.06 Establishment of and Deposits to Escrow Accounts; Permitted Withdrawals from Escrow Accounts; Payments of Taxes, Insurance and Other Charges....................................75 SECTION 3.07 Access to Certain Documentation and Information Regarding the Mortgage Loans; Inspections.................................................................................76 SECTION 3.08 Permitted Withdrawals from the Collection Accounts and Certificate Account..................77
Special Serviced Mortgage Loans. SECTION 3.23 Maintenance of Credit Insurance Policy...............................................
Special Serviced Mortgage Loans. 99 SECTION 3.20 Indemnification of Servicers and Master Servicer. 100
Special Serviced Mortgage Loans. 100 SECTION 3.20 Indemnification of Servicers and Master Servicer. 100 SECTION 3.21 Designated Mortgage Loans. 101
Special Serviced Mortgage Loans. If directed by the Special Servicer and solely at the Special Servicer’s option, a Servicer (a “Transferring Servicer”) shall transfer the servicing of any Mortgage Loan serviced by the Transferring Servicer 90 days or more delinquent (determined as of the close of business of the last day of the month preceding the related Data Remittance Date) to the Special Servicer. The Special Servicer shall thereupon assume all of the rights and obligations of the Transferring Servicer hereunder arising thereafter and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.09 hereof or for any acts or omissions of the Transferring Servicer hereunder prior to the servicing transfer date, (ii) obligated to effectuate repurchases or substitutions of Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Mortgage Loans pursuant to
Special Serviced Mortgage Loans. 100 SECTION 3.20 Indemnification of Servicers and Master Servicer. 100 ARTICLE IV PAYMENTS AND STATEMENTS TO CERTIFICATEHOLDERS 102 SECTION 4.01 Priorities of Distribution. 102
