Special Servicer. The Controlling Noteholder, at its expense (including, without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall have the right, at any time from time to time, to appoint a replacement Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder shall be entitled to terminate the rights and obligations of the Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior written notice to the Special Servicer (provided, however, that the Controlling Noteholder shall not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance with this Section 5); such termination not be effective unless and until (A) each Rating Agency delivers a Rating Agency Confirmation (to the extent any portion of the Mortgage Loan has been securitized); (B) the initial or successor Special Servicer has assumed in writing (from and after the date such successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable Servicing Agreement will be enforceable against such replacement in accordance with its terms. The Lead Securitization Noteholder shall promptly provide copies to any terminated Special Servicer of the documents referred to in the preceding sentence. The Lead Securitization Noteholder will reasonably cooperate with the Controlling Noteholder in order to satisfy the foregoing conditions, including the Rating Agency Confirmation. The Controlling Noteholder agrees and acknowledges that the Lead Securitization Servicing Agreement may contain provisions such that any Special Servicer could be terminated under the Lead Securitization Servicing Agreement based on a recommendation by the Op...
Special Servicer. The person designated by the Seller (with the prior written consent of the Trustee, the Master Servicer and the NIMS Insurer) to assume the servicing of Distressed Mortgage Loans pursuant to Section 8.04 hereof.
Special Servicer. 2 Trust...................................................................... 2 Trustee.................................................................... 2 Underwriters............................................................... 2
Special Servicer. Select Portfolio Servicing, Inc., and its successors and permitted assigns.
Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, Xxxxx’x and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by Xxxxx’x and such special servicer shall be a “Select Special Servicer” as set forth in S&P’s criteria. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.
Special Servicer. The Holders of the Certificates that initiated the vote to replace the Special Servicer shall pay the costs and expenses incurred in connection with the removal and replacement of the Special Servicer pursuant to this paragraph. The Certificate Administrator shall include on each Distribution Date Statement a statement that each Certificateholder may access such notices on the Certificate Administrator’s Website and that each Certificateholder may register to receive email notifications when such notices are posted thereon.
Special Servicer. Midland Loan Services, a Division of PNC Bank, National Association, 00000 Xxxxxx Xxxxxx, Suite 700 Overland Park, Kansas 66210 Attention: Executive Vice President – Division Head Fax number: 0-000-000-0000 E-mail: XxxxxxXxxxx@xxxxxxxxx.xxx CERTIFICATE ADMINISTRATOR: Xxxxx Fargo Bank, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services – UBS 2018-C8 E-mail: xxx.xxxx.xxxx.xxxxx@xxxxxxxxxx.xxx TRUSTEE: Xxxxx Fargo Bank, National Association 0000 Xxx Xxxxxxxxx Xxxx Xxxxxxxx, Xxxxxxxx 00000 Attention: Corporate Trust Services – UBS 2018-C8 xxxxxxxxxxxxxxxxxxxxxxxx@xxxxxxxxxx.xxx DIRECTING CERTIFICATEHOLDER: KKR Real Estate Credit Opportunity Partners Aggregator I L.P. 0 Xxxx 00xx Xxxxxx, Xxxxx 0000, Xxx Xxxx, Xxx Xxxx 00000 Fax number: (000) 000-0000 E-mail: Xxxx.Xxxxx@xxx.xxx Exh. E-3 ASSET REPRESENTATIONS REVIEWER: Park Bridge Lender Services LLC 000 Xxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: UBS 2018-C8-Surveillance Manager (with a copy sent contemporaneously via e-mail to xxxx.xxxxxxx@xxxxxxxxxxxxxxxxxxx.xxx)
Special Servicer. Olympus Servicing, L.P., and its successors and permitted assigns.
Special Servicer. The Controlling Noteholder (or its Junior Operating Advisor), at its expense (including, without limitation, the reasonable costs and expenses of counsel to any third parties and costs and expenses of the terminated Special Servicer), shall have the right to appoint the Special Servicer with respect to the Mortgage Loan. The Controlling Noteholder (or its Junior Operating Advisor) shall be entitled to terminate the rights and obligations of the Special Servicer under the Servicing Agreement, with or without cause, upon at least ten (10) Business Days’ prior notice to the Special Servicer (provided, however, that the Controlling Noteholder, Junior Operating Advisor and/or Note B Holder shall not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance with this Section 7); such termination not be effective unless and until (A) each Rating Agency delivers Rating Agency Confirmation (to the extent any portion of the Mortgage Loan has been securitized); (B) the initial or successor Special Servicer has assumed in writing (from and after the date such successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to the Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall have received an opinion of counsel reasonably satisfactory to the Trustee to the effect that (x) the designation of such replacement to serve as Special Servicer is in compliance with the Servicing Agreement, (y) such replacement will be bound by the terms of the Servicing Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable Servicing Agreement will be enforceable against such replacement in accordance with its terms. The Lead Securitization Noteholder shall promptly provide copies to any terminated Special Servicer of the documents referred to in the preceding sentence. Prior to the Securitization, if the Mortgage Loan becomes a Specially Serviced Mortgage Loan, and if not later than thirty (30) days after the Mortgage Loan becomes a Specially Serviced Mortgage Loan the Controlling Noteholder (or its Junior Operating Advisor) elects to replace the Special Servicer, then each Noteholder agrees that no liquidation fees or workout fees shall b...
Special Servicer. ARTICLE IV
