Common use of Special Serviced Mortgage Loans Clause in Contracts

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 such Mortgage Loan (except that such Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.10 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 a Special Servicer, such Special Servicer shall be entitled to the applicable Servicing Fee and other compensation accruing after the servicing transfer date with respect to such Mortgage Loans pursuant to Section 3.15. In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Transferring Servicer, at such Special Servicer’s expense, shall deliver to such 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 such Special Servicer. On the servicing transfer date, such 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. A Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees paid by the Transferring Servicer pursuant to this Section 3.25. In addition, a Special Servicer shall notify the Trustee of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage Loans. (c) The majority Class X Certificateholder, may (but is not obligated to) direct any Special Servicer to purchase from the Trust Fund, (a) any Mortgage Loan that is delinquent in payment 90 or more days for the purpose of loss mitigation or (b) any Mortgage Loan with respect to which there has been initiated legal action or other proceedings for the foreclosure of the related Mortgaged Property either judicially or non-judicially, in each case, provided that the applicable Servicer has the right to transfer the related servicing rights without the payment of any compensation to a Subservicer. Any such purchase shall be made by such Special Servicer at a price equal to the Repurchase Price for such Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from such Special Servicer for all expenses incurred by it in connection with the transfer of any Mortgage Loan to such Special Servicer pursuant to this Section 3.25(c). A Special Servicer shall notify the applicable Servicer of its intent to repurchase any Mortgage Loan pursuant to this Section 3.25(c) at least 45 days prior to such repurchase. Any Special Servicer shall notify each Servicer in writing of any purchase of Mortgage Loans pursuant to this Section 3.25(c).

Special Serviced Mortgage Loans. (a) The Holder of the largest Percentage Interest of Class 1-X Certificates may, at its discretion, appoint a Group 1 Special Servicer; provided, that any such successor Group 1 Special Servicer shall meet all the requirements of a Servicer under this Agreement shall service the Non-Designated Mortgage Loans in accordance with this Agreement and shall comply in all respects with the applicable provisions of this Agreement. The Class 1-X Certificateholder shall notify the Trustee Master Servicer, the Trust Administrator and the Depositor upon the appointment of a Group 1 Special Servicer and the Trustee Master Servicer shall notify the Servicers of such appointment. The Class 1-X Certificateholder shall not appoint a Group 1 Special Servicer under the terms of this Agreement with respect to any Group 1 Mortgage Loans Loan unless: (i) such Such Group 1 Special Servicer first agrees in writing with the Class 1-X Certificateholder to deliver an Annual Statement of Compliance in such manner and at such times as required by Section 3.17 13.06 of this Agreement; and (ii) such Group 1 Special Servicer first agrees in writing with the Class 1-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) Sections 13.07 and 13.08 of this Agreement; and (iii) such Group 1 Special Servicer agrees to indemnify and hold harmless each of the Depositor and the Trustee Trust Administrator, the Master Servicer and each Person, if any, who “controls” the Depositor Depositor, the Master Servicer or the Trustee Trust Administrator 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 Group 1 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 13.06, 13.07 and 3.18(i), 13.08 or (ii) any material misstatement or omission contained in any Annual Statement of Compliance or Assessment of Compliance provided pursuant to Sections 3.17 13.06 and 3.18(i)13.07. (b) The majority Class 1-X Certificateholder may (but is not obligated to) direct any Group 1 Special Servicer to assume the servicing from each Servicer Servicer, other than WMMSC, (a “Transferring Servicer”) of any Mortgage Loan (other than a WMMSC Serviced Mortgage Loan) 90 days or more delinquent. Such Group 1 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 Group 1 Mortgage Loan (except that such Group 1 Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.10 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 Group 1 Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Group 1 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 Group 1 Mortgage Loan to a Group 1 Special Servicer, such Group 1 Special Servicer shall be entitled to the applicable Servicing Fee and other compensation accruing after the servicing transfer date with respect to such Mortgage Loans pursuant to Section 3.153.14. In connection with the transfer of the servicing of any Group 1 Mortgage Loan to a Group 1 Special Servicer, the Transferring Servicer, at such Group 1 Special Servicer’s expense, shall deliver to such Group 1 Special Servicer all documents and records relating to such Group 1 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 such Group 1 Special Servicer. On the servicing transfer date, such Group 1 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. A Group 1 Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09 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 3.253.23. In addition, a Group 1 Special Servicer shall notify the Master Servicer, the Trust Administrator, the applicable Custodian and the Trustee of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage Loans. (c) The majority Class 1-X Certificateholder, may (but is not obligated to) direct any Group 1 Special Servicer to purchase from the Trust Fund, (a) any Group 1 Mortgage Loan that is delinquent in payment 90 or more days for the purpose of loss mitigation or (b) any Group 1 Mortgage Loan with respect to which there has been initiated legal action or other proceedings for the foreclosure of the related Mortgaged Property either judicially or non-judicially, in each case, provided that the applicable Servicer has the right to transfer the related servicing rights without the payment of any compensation to a Subservicer. Any such purchase shall be made by such Group 1 Special Servicer at a price equal to the Repurchase Price for such Group 1 Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from such Group 1 Special Servicer for all expenses incurred by it in connection with the transfer of any Group 1 Mortgage Loan to such Group 1 Special Servicer pursuant to this Section 3.25(c3.23(c). A Group 1 Special Servicer shall notify the applicable Servicer of its intent to repurchase any Group 1 Mortgage Loan pursuant to this Section 3.25(c3.23(c) at least 45 days prior to such repurchase. Any Group 1 Special Servicer shall notify each Servicer in writing of any purchase of Group 1 Mortgage Loans pursuant to this Section 3.25(c3.23(c).

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 the Servicer under this Agreement and shall comply in all respects with the applicable provisions of this AgreementAgreement applicable to the Servicer. 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 Servicer 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 the 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 such Mortgage Loan (except that such Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.10 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 a Special Servicer, such Special Servicer shall be entitled to the applicable Servicing Fee and other compensation accruing after the servicing transfer date with respect to such Mortgage Loans pursuant to Section 3.15. In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Transferring Servicer, at such Special Servicer’s expense, shall deliver to such 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 such Special Servicer. On the servicing transfer date, such 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. A Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees paid by the Transferring Servicer pursuant to this Section 3.25. In addition, a Special Servicer shall notify the Trustee of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage Loans. (c) The majority Class X Certificateholder, may (but is not obligated to) direct any Special Servicer to purchase from the Trust Fund, (a) any Mortgage Loan that is delinquent in payment 90 or more days for the purpose of loss mitigation or (b) any Mortgage Loan with respect to which there has been initiated legal action or other proceedings for the foreclosure of the related Mortgaged Property either judicially or non-judicially, in each case, provided that the applicable Servicer has the right to transfer the related servicing rights without the payment of any compensation to a Subservicer. Any such purchase shall be made by such Special Servicer at a price equal to the Repurchase Price for such Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from such Special Servicer for all expenses incurred by it in connection with the transfer of any Mortgage Loan to such Special Servicer pursuant to this Section 3.25(c). A Special Servicer shall notify the applicable Servicer of its intent to repurchase any Mortgage Loan pursuant to this Section 3.25(c) at least 45 days prior to such repurchase. Any Special Servicer shall notify each the Servicer in writing of any purchase of Mortgage Loans pursuant to this Section 3.25(c).

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 Agreement, shall service the Non-Designated Mortgage Loans in accordance with this agreement and shall comply in all respects with the applicable provisions of this Agreement. The Class X Certificateholder shall notify the Trustee Trustee, Trust Administrator, Master Servicer, the Certificate Insurer and the Depositor upon the appointment of a Special Servicer and the Trustee Master Servicer 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 the Non-Designated Mortgage Loans Loan 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 14.06 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) 14.07 of this Agreement; and (iii) such Special Servicer agrees to indemnify and hold harmless each of the Depositor Depositor, the Trust Administrator, the Master Servicer and the Trustee and each Person, if any, who “controls” the Depositor Depositor, the Trust Administrator, the Master Servicer 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 14.06 and 3.18(i)14.07, or (ii) any material misstatement or omission contained in any Annual Statement of Compliance or Assessment of Compliance provided pursuant to Sections 3.17 14.06 and 3.18(i)14.07. (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 Non-Designated 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 thereafter, at the same Servicing Fee, and the Transferring Servicer shall have no further rights or obligations, as Servicer, hereunder with respect to such Non-Designated Mortgage Loan (except that such Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.10 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 Non-Designated Mortgage Loan to a Special Servicer, such Special Servicer shall be entitled to the applicable Servicing Fee and other compensation accruing after the servicing transfer date with respect to such Non-Designated Mortgage Loans pursuant to Section 3.153.14. In connection with the transfer of the servicing of any Non-Designated Mortgage Loan to a Special Servicer, the Transferring Servicer, at such Special Servicer’s expense, shall deliver to such Special Servicer all documents and records relating to such Non-Designated 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 such Special Servicer. On the servicing transfer date, such Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and unpaid Servicing Fees relating to the Non-Designated Mortgage Loans for which the servicing is being transferred. A Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees paid to the Transferring Servicer by the Transferring Special Servicer pursuant to this Section 3.25. In addition, a such Special Servicer shall notify the Trustee Master Servicer of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage Loans. (c) The majority Class X Certificateholder, may (but is not obligated to) direct any Special Servicer to purchase from the Trust Fund, (a) any Mortgage Loan that is delinquent in payment 90 or more days for the purpose of loss mitigation or (b) any related Non-Designated Mortgage Loan with respect to which there has been initiated legal action or other proceedings for the foreclosure of the related Mortgaged Property either judicially or non-judicially, in each case, provided that the applicable Servicer has the right to transfer the related servicing rights without the payment of any compensation to a SubservicerSub-Servicer. Any such purchase shall be made by such Special Servicer at a price equal to the Repurchase Purchase Price for such Non-Designated Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from such Special Servicer for all expenses incurred by it in connection with the transfer of any Non-Designated Mortgage Loan to such Special Servicer pursuant to this Section 3.25(c3.19(c). A Special Servicer shall notify the applicable Servicer of its intent to repurchase any Non-Designated Mortgage Loan pursuant to this Section 3.25(c3.19(c) at least 45 days prior to such repurchase. Any Special Servicer shall notify each Servicer in writing of any purchase of Non-Designated Mortgage Loans pursuant to this Section 3.25(c3.19(c).

Special Serviced Mortgage Loans. (a) The Holder of the largest Percentage Interest of Class X X-1 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 X-1 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 X-1 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 X-1 Certificateholder to deliver an Annual Statement of Compliance in such manner and at such times as required by Section 3.17 3.16 of this Agreement; and; (ii) such Special Servicer first agrees in writing with the Class X X-1 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) 3.17 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 costs, fees 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 Officer’s Certificate pursuant to Section 8.12(c), Annual Statement of Compliance, Compliance pursuant to Section 3.16 or the Assessment of Compliance or Accountant’s Attestation required pursuant to Sections 3.17 and 3.18(i)Section 3.17, or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to Section 8.12(c), in the Annual Statement of Compliance delivered pursuant to Section 3.16 or in the Assessment of Compliance provided delivered pursuant to Sections 3.17 and 3.18(i)Section 3.17. (b) The majority Majority in Interest Class X X-1 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 such Mortgage Loan (except that such Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.10 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 a Special Servicer, such Special Servicer shall be entitled to the applicable Servicing Fee and other compensation accruing after the servicing transfer date with respect to such Mortgage Loans pursuant to Section 3.153.14. In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Transferring Servicer, at such Special Servicer’s expense, shall deliver to such 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 such Special Servicer. On the servicing transfer date, such 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. A Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09 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 3.253.22. In addition, a Special Servicer shall notify the Trustee of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage Loans. (c) The majority Majority in Interest Class X X-1 Certificateholder, may (but is not obligated to) direct any Special Servicer to purchase from the Trust Fund, (a) any Mortgage Loan that is delinquent in payment 90 or more days for the purpose of loss mitigation or (b) any Mortgage Loan with respect to which there has been initiated legal action or other proceedings for the foreclosure of the related Mortgaged Property either judicially or non-judicially, in each case, provided that the applicable Servicer has the right to transfer the related servicing rights without the payment of any compensation to a Subservicer. Any such purchase shall be made by such Special Servicer at a price equal to the Repurchase Price for such Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from such Special Servicer for all expenses incurred by it in connection with the transfer of any Mortgage Loan to such Special Servicer pursuant to this Section 3.25(c3.22(c). A Special Servicer shall notify the applicable Servicer of its intent to repurchase any Mortgage Loan pursuant to this Section 3.25(c3.22(c) at least 45 days prior to such repurchase. Any Special Servicer shall notify each Servicer in writing of any purchase of Mortgage Loans pursuant to this Section 3.25(c3.22(c).

Special Serviced Mortgage Loans. (a) The Holder of the largest Percentage Interest of Class 1-X Certificates may, at its discretion, appoint a Group 1 Special Servicer; provided, that any such successor Group 1 Special Servicer shall meet all the requirements of a Servicer under this Agreement shall service the Non-Designated Mortgage Loans in accordance with this Agreement and shall comply in all respects with the applicable provisions of this Agreement. The Class 1-X Certificateholder shall notify the Trustee Master Servicer, the Trust Administrator and the Depositor upon the appointment of a Group 1 Special Servicer and the Trustee Master Servicer shall notify the Servicers of such appointment. The Class 1-X Certificateholder shall not appoint a Group 1 Special Servicer under the terms of this Agreement with respect to any Group 1 Mortgage Loans Loan unless: (i) such Such Group 1 Special Servicer first agrees in writing with the Class 1-X Certificateholder to deliver an Annual Statement of Compliance in such manner and at such times as required by Section 3.17 13.06 of this Agreement; and (ii) such Group 1 Special Servicer first agrees in writing with the Class 1-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) Sections 13.07 and 13.08 of this Agreement; and (iii) such Group 1 Special Servicer agrees to indemnify and hold harmless each of the Depositor and the Trustee Trust Administrator, the Master Servicer and each Person, if any, who “controls” the Depositor Depositor, the Master Servicer or the Trustee Trust Administrator 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 Group 1 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 13.06, 13.07 and 3.18(i), 13.08 or (ii) any material misstatement or omission contained in any Annual Statement of Compliance or Assessment of Compliance provided pursuant to Sections 3.17 13.06 and 3.18(i)13.07. (b) The majority Class 1-X Certificateholder may (but is not obligated to) direct any Group 1 Special Servicer to assume the servicing from each Servicer (a “Transferring Servicer”) of any Mortgage Loan 90 days or more delinquent. Such Group 1 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 Group 1 Mortgage Loan (except that such Group 1 Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.10 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 Group 1 Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Group 1 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 Group 1 Mortgage Loan to a Group 1 Special Servicer, such Group 1 Special Servicer shall be entitled to the applicable Servicing Fee and other compensation accruing after the servicing transfer date with respect to such Mortgage Loans pursuant to Section 3.153.14. In connection with the transfer of the servicing of any Group 1 Mortgage Loan to a Group 1 Special Servicer, the Transferring Servicer, at such Group 1 Special Servicer’s expense, shall deliver to such Group 1 Special Servicer all documents and records relating to such Group 1 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 such Group 1 Special Servicer. On the servicing transfer date, such Group 1 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. A Group 1 Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09 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 3.253.23. In addition, a Group 1 Special Servicer shall notify the Master Servicer, the Trust Administrator, the applicable Custodian and the Trustee of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage Loans. (c) The majority Class 1-X Certificateholder, may (but is not obligated to) direct any Group 1 Special Servicer to purchase from the Trust Fund, (a) any Group 1 Mortgage Loan that is delinquent in payment 90 or more days for the purpose of loss mitigation or (b) any Group 1 Mortgage Loan with respect to which there has been initiated legal action or other proceedings for the foreclosure of the related Mortgaged Property either judicially or non-judicially, in each case, provided that the applicable Servicer has the right to transfer the related servicing rights without the payment of any compensation to a Subservicer. Any such purchase shall be made by such Group 1 Special Servicer at a price equal to the Repurchase Price for such Group 1 Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from such Group 1 Special Servicer for all expenses incurred by it in connection with the transfer of any Group 1 Mortgage Loan to such Group 1 Special Servicer pursuant to this Section 3.25(c3.23(c). A Group 1 Special Servicer shall notify the applicable Servicer of its intent to repurchase any Group 1 Mortgage Loan pursuant to this Section 3.25(c3.23(c) at least 45 days prior to such repurchase. Any Group 1 Special Servicer shall notify each Servicer in writing of any purchase of Group 1 Mortgage Loans pursuant to this Section 3.25(c3.23(c).

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 Agreement, shall service Mortgage Loans in accordance with this agreement and shall comply in all respects with the applicable provisions of this Agreement. The Class X Certificateholder shall notify the Trustee Trustee, Trust Administrator, Master Servicer, the Certificate Insurer and the Depositor upon the appointment of a Special Servicer and the Trustee Master Servicer 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 14.06 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) 14.07 of this Agreement; and (iii) such Special Servicer agrees to indemnify and hold harmless each of the Depositor Depositor, the Trust Administrator, the Master Servicer and the Trustee and each Person, if any, who “controls” the Depositor Depositor, the Trust Administrator 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 14.06 and 3.18(i)14.07, or (ii) any material misstatement or omission contained in any Annual Statement of Compliance or Assessment of Compliance provided pursuant to Sections 3.17 14.06 and 3.18(i)14.07. (b) The majority Class X Certificateholder may (but is not obligated to) direct any Special Servicer to assume the servicing from each Servicer Servicer, other than WMMSC (a “Transferring Servicer”) of any Mortgage Loan (other than a WMMSC Serviced 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 thereafter, at the same Servicing Fee, and the Transferring Servicer shall have no further rights or obligations, as Servicer, hereunder with respect to such Mortgage Loan (except that such Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.10 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 a Special Servicer, such Special Servicer shall be entitled to the applicable Servicing Fee and other compensation accruing after the servicing transfer date with respect to such Mortgage Loans pursuant to Section 3.153.14. In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Transferring Servicer, at such Special Servicer’s expense, shall deliver to such 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 such Special Servicer. On the servicing transfer date, such Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and unpaid Servicing Fees relating to the Mortgage Loans for which the servicing is being transferred. A Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees paid to the Transferring Servicer by the Transferring Special Servicer pursuant to this Section 3.25. In addition, a such Special Servicer shall notify the Trustee Master Servicer of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage Loans. (c) The majority Class X Certificateholder, may (but is not obligated to) direct any Special Servicer to purchase from the Trust Fund, (a) any Mortgage Loan that is delinquent in payment 90 or more days for the purpose of loss mitigation or (b) any related Mortgage Loan with respect to which there has been initiated legal action or other proceedings for the foreclosure of the related Mortgaged Property either judicially or non-judicially, in each case, provided that the applicable Servicer has the right to transfer the related servicing rights without the payment of any compensation to a Subservicer. Any such purchase shall be made by such Special Servicer at a price equal to the Repurchase Purchase Price for such Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from such Special Servicer for all expenses incurred by it in connection with the transfer of any Mortgage Loan to such Special Servicer pursuant to this Section 3.25(c3.19(c). A Special Servicer shall notify the applicable Servicer of its intent to repurchase any Mortgage Loan pursuant to this Section 3.25(c3.19(c) at least 45 days prior to such repurchase. Any Special Servicer shall notify each Servicer in writing of any purchase of Mortgage Loans pursuant to this Section 3.25(c3.19(c).

Special Serviced Mortgage Loans. (a) The Holder of the largest Percentage Interest of Class X X-1 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 X-1 Certificateholder shall notify the Trustee and the Depositor upon the appointment of a Special Servicer and the Trustee shall notify the Servicers Servicer of such appointment. The Class X X-1 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 X-1 Certificateholder to deliver an Annual Statement of Compliance in such manner and at such times as required by Section 3.17 3.16 of this Agreement; and; (ii) such Special Servicer first agrees in writing with the Class X X-1 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) 3.17 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 costs, fees 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 Officer’s Certificate pursuant to Section 8.12(c), Annual Statement of Compliance, Compliance pursuant to Section 3.16 or the Assessment of Compliance or Accountant’s Attestation required pursuant to Sections 3.17 and 3.18(i)Section 3.17, or (ii) any material misstatement or omission contained in any Officer’s Certificate provided pursuant to Section 8.12(c), in the Annual Statement of Compliance delivered pursuant to Section 3.16 or in the Assessment of Compliance provided delivered pursuant to Sections 3.17 and 3.18(i)Section 3.17. (b) The majority Majority in Interest Class X X-1 Certificateholder may (but is not obligated to) direct any Special Servicer to assume the servicing from each the 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 such Mortgage Loan (except that such Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.10 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 a Special Servicer, such Special Servicer shall be entitled to the applicable Servicing Fee and other compensation accruing after the servicing transfer date with respect to such Mortgage Loans pursuant to Section 3.153.14. In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Transferring Servicer, at such Special Servicer’s expense, shall deliver to such 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 such Special Servicer. On the servicing transfer date, such 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. A Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09 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 3.253.22. In addition, a Special Servicer shall notify the Trustee of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage Loans. (c) The majority Majority in Interest Class X X-1 Certificateholder, may (but is not obligated to) direct any Special Servicer to purchase from the Trust Fund, (a) any Mortgage Loan that is delinquent in payment 90 or more days for the purpose of loss mitigation or (b) any Mortgage Loan with respect to which there has been initiated legal action or other proceedings for the foreclosure of the related Mortgaged Property either judicially or non-judicially, in each case, provided that the applicable Servicer has the right to transfer the related servicing rights without the payment of any compensation to a Subservicer. Any such purchase shall be made by such Special Servicer at a price equal to the Repurchase Price for such Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from such Special Servicer for all expenses incurred by it in connection with the transfer of any Mortgage Loan to such Special Servicer pursuant to this Section 3.25(c3.22(c). A Special Servicer shall notify the applicable Servicer of its intent to repurchase any Mortgage Loan pursuant to this Section 3.25(c3.22(c) at least 45 days prior to such repurchase. Any Special Servicer shall notify each the Servicer in writing of any purchase of Mortgage Loans pursuant to this Section 3.25(c3.22(c).

Special Serviced Mortgage Loans. (a) The For as long as either (x) the Holder of the largest Percentage Interest of Class X Certificates mayis not the Depositor or an Affiliate of the Depositor and (y) (a) the Holder of the largest Percentage Interest of Class X Certificates is the Depositor or an Affiliate of the Depositor and (b) DLJMC is the owner of the servicing rights with respect to any Mortgage Loan, the Class X Certificateholder, at its discretion, may 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 such Mortgage Loan (except that such Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.10 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 a Special Servicer, such Special Servicer shall be entitled to the applicable Servicing Fee and other compensation accruing after the servicing transfer date with respect to such Mortgage Loans pursuant to Section 3.15. In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Transferring Servicer, at such Special Servicer’s expense, shall deliver to such 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 such Special Servicer. On the servicing transfer date, such 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. A Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees paid by the Transferring Servicer pursuant to this Section 3.25. In addition, a Special Servicer shall notify the Trustee of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage Loans. (c) The majority Class X Certificateholder, may (but is not obligated to) direct any Special Servicer to purchase from the Trust Fund, (a) any Mortgage Loan that is delinquent in payment 90 or more days for the purpose of loss mitigation or (b) any Mortgage Loan with respect to which there has been initiated legal action or other proceedings for the foreclosure of the related Mortgaged Property either judicially or non-judicially, in each case, provided that the applicable Servicer has the right to transfer the related servicing rights without the payment of any compensation to a Subservicer. Any such purchase shall be made by such Special Servicer at a price equal to the Repurchase Price for such Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from such Special Servicer for all expenses incurred by it in connection with the transfer of any Mortgage Loan to such Special Servicer pursuant to this Section 3.25(c). A Special Servicer shall notify the applicable Servicer of its intent to repurchase any Mortgage Loan pursuant to this Section 3.25(c) at least 45 days prior to such repurchase. Any Special Servicer shall notify each Servicer in writing of any purchase of Mortgage Loans pursuant to this Section 3.25(c).

Special Serviced Mortgage Loans. (a) The Holder of the largest Percentage Interest of Class 1-X Certificates may, at its discretion, appoint a Group 1 Special Servicer; provided, that any such successor Group 1 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 1-X Certificateholder shall notify the Trustee Trust Administrator and the Depositor upon the appointment of a Group 1 Special Servicer and the Trustee Trust Administrator shall notify the Servicers of such appointment. The Class 1-X Certificateholder shall not appoint a Group 1 Special Servicer under the terms of this Agreement with respect to any Group 1 Mortgage Loans Loan unless: (i) such Such Group 1 Special Servicer first agrees in writing with the Class 1-X Certificateholder to deliver an Annual Statement of Compliance in such manner and at such times as required by Section 3.17 13.06 of this Agreement; and (ii) such Group 1 Special Servicer first agrees in writing with the Class 1-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) Sections 13.07 and 13.08 of this Agreement; and (iii) such Group 1 Special Servicer agrees to indemnify and hold harmless each of the Depositor and the Trustee Trust Administrator and each Person, if any, who “controls” the Depositor or the Trustee Trust Administrator 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 Group 1 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 13.06, 13.07 and 3.18(i), 13.08 or (ii) any material misstatement or omission contained in any Annual Statement of Compliance or Assessment of Compliance provided pursuant to Sections 3.17 13.06 and 3.18(i)13.07. (b) The majority Class 1-X Certificateholder may (but is not obligated to) direct any Group 1 Special Servicer to assume the servicing from each Servicer (a “Transferring Servicer”) of any Mortgage Loan 90 days or more delinquent. Such Group 1 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 Group 1 Mortgage Loan (except that such Group 1 Special Servicer shall not be (i) liable for losses of the Transferring Servicer pursuant to Section 3.10 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 Group 1 Mortgage Loans hereunder including, but not limited to, repurchases or substitutions of Group 1 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 Group 1 Mortgage Loan to a Group 1 Special Servicer, such Group 1 Special Servicer shall be entitled to the applicable Servicing Fee and other compensation accruing after the servicing transfer date with respect to such Mortgage Loans pursuant to Section 3.153.14. In connection with the transfer of the servicing of any Group 1 Mortgage Loan to a Group 1 Special Servicer, the Transferring Servicer, at such Group 1 Special Servicer’s expense, shall deliver to such Group 1 Special Servicer all documents and records relating to such Group 1 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 such Group 1 Special Servicer. On the servicing transfer date, such Group 1 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. A Group 1 Special Servicer shall be entitled to be reimbursed pursuant to Section 3.09 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 3.253.23. In addition, a Group 1 Special Servicer shall notify the Trustee of such transfer and the effective date of such transfer, and amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are Special Serviced Mortgage Loans. (c) The majority Class 1-X Certificateholder, may (but is not obligated to) direct any Group 1 Special Servicer to purchase from the Trust Fund, (a) any Group1 Mortgage Loan that is delinquent in payment 90 or more days for the purpose of loss mitigation or (b) any Group 1 Mortgage Loan with respect to which there has been initiated legal action or other proceedings for the foreclosure of the related Mortgaged Property either judicially or non-judicially, in each case, provided that the applicable Servicer has the right to transfer the related servicing rights without the payment of any compensation to a Subservicer. Any such purchase shall be made by such Group 1 Special Servicer at a price equal to the Repurchase Price for such Group 1 Mortgage Loan. The applicable Servicer shall be entitled to reimbursement from such Group 1 Special Servicer for all expenses incurred by it in connection with the transfer of any Group 1 Mortgage Loan to such Group 1 Special Servicer pursuant to this Section 3.25(c3.23(c). A Special Group 1Special Servicer shall notify the applicable Servicer of its intent to repurchase any Group 1 Mortgage Loan pursuant to this Section 3.25(c3.23(c) at least 45 days prior to such repurchase. Any Group 1 Special Servicer shall notify each Servicer in writing of any purchase of Group 1 Mortgage Loans pursuant to this Section 3.25(c3.23(c).