Common use of Special Servicer Clause in Contracts

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. 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. 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 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 90 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 Xxxxx'x and such special servicer shall be a “"Select Special Servicer” " as set forth in S&P’s '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 '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. 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 Fitch 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. 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 Moody's and Fitch and axx (20) 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 Moody's and such special servicer spxxxxx xervicer shall be a “"Select Special Servicer” " as set forth in S&P’s '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 '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. 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 Moody's and Fitch and anx (20) a x 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 Moody's and such special servicer spexxxx xxrvicer shall be a “"Select Special Servicer” " as set forth in S&P’s '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 '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. 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 Group I Majority Class CE Certificateholder, the Group II 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 related 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 related 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 Group I Majority Class CE Certificateholder, the Group II 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. 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 and such special servicer shall be a “Select Special Servicer” as set forth rated in S&P’s criteriathe two highest special servicer rankings by Fitch. 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. 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 90 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. 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 Fitch 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. 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 C 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 C 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 C 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. On any Distribution Date on which (1) the servicer rating for The Special Servicer and the Master Servicer is downgraded by a full rating category from its rating as shall each prepare (and, in the case of the Closing Date by any of S&PSpecial Servicer, Xxxxx’x and Fitch and (2shall deliver to the Master Servicer) a Special Servicer Trigger written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of the Mortgaged Property of which it is aware, (ii) any change in effect for such Distribution Datethe condition, occupancy or value of the Majority Class CE Certificateholder or its designee shall have the option to direct Mortgaged Property of which the Master Servicer to appoint a special servicer to service all or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property 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 which the Master Servicer to transfer or the Special Servicer, as applicable, is aware and considers material. The Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any additional Special Servicer Delinquent Loans as of such Distribution Dates photographs taken thereof, to the special servicer. The special servicer appointed Trustee, each other, and, in an electronic format using the ARCap Naming Convention, to the Controlling Class Representative and the related Companion Loan holder, if applicable (and in the case of the 00 Xxxx Xxxxxx Xxxxx Mortgage Loan, the 00 Xxxx Xxxxxx Xxxxx Operating Advisor) and the Trustee shall, subject to Section 3.15, make copies of all such inspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the direction offices of the Majority Class CE Certificateholder or its designee shall be rated in Trustee at all times after Trustee's receipt thereof. Upon written request and at 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 expense of the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointedrequesting party, the Trustee shall provide prompt written notice deliver copies of any such inspection reports to Certificateholders and Certificate Owners and the related Companion Loan holder, if 143 applicable. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Rating Agencies of such appointment. The special servicer shall comply in all respects withMaster Servicer; and provided, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent further that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is required to under this Agreementnot securing a Specially Serviced Mortgage Loan in the same calendar year. The special servicer If the Special Servicer or, in the case of the Fairfield Commons Mortgage Loan, the Series 2003-C5 Master Servicer or the Series 2003-C5 Special Servicer performs such inspection, such inspection shall indemnify satisfy 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 Servicer's inspection obligations pursuant to such Special Servicer Delinquent Loans transferred to the special servicerthis paragraph (a).