Special Servicing. Upon any Mortgage Loan becoming ninety (90) days or more delinquent, the Majority Class CE Certificateholder shall have the option to transfer servicing with respect to such delinquent Mortgage Loan to a Special Servicer. Immediately upon the transfer of servicing to the Special Servicer with respect to any Mortgage Loan, the Special Servicer shall service such Mortgage Loan in accordance with (i) all provisions of this Agreement which were applicable to the former Servicer prior to such transfer of servicing and (ii) any Special Servicer Agreement. Upon the exercise of such option and with respect to Mortgage Loans that currently or subsequently become ninety (90) days or more delinquent, servicing on such Mortgage Loans will transfer to the Special Servicer, upon prior written notice to the Master Servicer and Credit Risk Manager, without any further action by the Majority Class CE Certificateholder. Any Special Servicer Agreement shall be acceptable to the Master Servicer, the Trustee and the Rating Agencies and will not modify any material terms of this Agreement, including but not limited to, increasing the Servicing Fee payable to the Special Servicer under this Agreement. If any Mortgage Loan is serviced by the Special Servicer and subsequently becomes less than ninety (90) days delinquent, such Mortgage Loan shall be serviced by the Special Servicer in accordance with this Agreement exclusively, without regard to any Special Servicer Agreement. Upon the appointment of the Special Servicer, all provisions of this Agreement shall be binding on and enforceable against the Special Servicer as if such Special Servicer were an original signatory and party to this Agreement. Notwithstanding anything to the contrary contained herein, upon the transfer of servicing with respect to any such Mortgage Loan to the Special Servicer, the former Servicer (or any successor thereto other than the Special Servicer) shall have no further rights, obligations or liabilities with respect to such Mortgage Loan. Any costs and expenses of the Master Servicer in connection with the negotiation, execution and delivery of any Special Servicer Agreement and the transfer of servicing to a Special Servicer shall be an expense of the Majority Class CE Certificateholder (or, if the Majority Class CE Certificateholder fails to make prompt reimbursement, then from amounts due to the Class CE Certificates under this Agreement). In the event that a Special Servicer is appointed under t...
Special Servicing. (a) Subject to the conditions described in Section 3.23(b) below, the Holder of the Class SB Certificates may (but is not obligated to) appoint a special servicer (each, a "Special Servicer") to service any Mortgage Loan which is delinquent in payment by 120 days or more as of the related Special Servicing Transfer Date; provided, however, that the aggregate Stated Principal Balance of Mortgage Loans transferred to a Special Servicer pursuant to this Section shall not equal or exceed 10% of the Cut-off Date Balance. The Holder of the Class SB Certificates shall give the Trustee and the Master Servicer not less than 40 days prior written notice of the date on which it anticipates the transfer of servicing with respect to any Mortgage Loan to a Special Servicer to occur (the "Special Servicing Transfer Date"), specifying (i) the Mortgage Loan(s) that it intends to transfer and (ii) the related Special Servicer.
(b) Any Special Servicer appointed pursuant to Section 3.23(a) above shall (i) be rated in one of the two highest rating categories as a special servicer by at least two of Standard & Poor's, Xxxxx'x and Xxxxx Ratings, (ii) satisfy and be subject to all requirements and obligations of a Subservicer under this Agreement, including but not limited to, servicing in accordance with the Program Guide and this Agreement, (iii) be approved by the Master Servicer (which approval shall not be unreasonably withheld), (iv) be capable of full compliance with Regulation AB and (v) sign an acknowledgement agreeing to be bound by this Agreement. In addition, no Special Servicer may modify a Mortgage Loan without the prior written consent of the Master Servicer and such modification shall be in compliance with Section 3.07(a) hereof.
(c) In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer or Subservicer of such Mortgage Loan (the "Transferring Servicer") shall, at such Special Servicer's expense, deliver to such Special Servicer all documents and records relating to such Mortgage Loan 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 of such Mortgage Loan to such Special Servicer. Such Special Servicer shall thereupon assume all of the rights and obligations of the Transferring Servicer hereunder arising from and after the Special Servicing Transfer Date, including the right to receive the related Subservicin...
Special Servicing. The Special Servicer agrees, with respect to the Serviced Mortgage Loans, to perform and observe the duties, responsibilities and obligations that are to be performed and observed under the provisions of the Servicing Agreement, except as otherwise provided herein and on Exhibit A hereto, and that the provisions of the Servicing Agreement, as so modified, are and shall be a part of this Agreement to the same extent as if set forth herein in full.
Special Servicing. On each Distribution Date, the Trustee shall verify, based on the recovery and expense information provided by Wilshire on the related Servicer Data Remittance Date, (i) the aggregate amount of accrued and unpaid Servicing Fees to be paid to Wilshire and expenses to be reimbursed to Wilshire on such Charged Off Loans as of the related Due Period and (ii) the amount of Net Recoveries on such Charged Off Loans for such Distribution Date. The Trustee shall be entitled to rely, without independent verification, on the loan level data provided by Wilshire that identifies the recovery amounts and the outstanding and unpaid expenses on any Charged Off Loan in order to verify the amount in clause (ii) of the previous sentence. The Trustee will be responsible for independently verifying the aggregate amount of accrued and unpaid Servicing Fees described in clause (i) of the second preceding sentence to be paid to Wilshire.
Special Servicing. Borrower shall pay all reasonable special servicing fees relating the transfer of the Loan to special servicing at any time during the term of the Loan and for so long as the Loan is in special servicing. The obligations of Borrower set forth in this Section 13.5 are limited to the Borrower and Guarantor shall have no liability to Lender hereunder.
Special Servicing. Section 5.1 Special Servicing Rights 38 Section 5.2 Sponsor Option 39 Section 5.3 Special Servicing Procedures 39 Section 5.4 Servicing Limitations 43 ARTICLE VI UNIFORM COMMERCIAL CODE SECURITY AGREEMENT
Special Servicing. The Master Servicer may, in its sole and absolute discretion, enter into a Special Servicing Agreement with an unaffiliated holder of 100% Percentage Interest of a Class B Security, such agreement to be substantially in the form of Exhibit L hereto, or subject to each Rating Agency's acknowledgment that the ratings of the Securities in effect immediately prior to the entering into of such agreement would not be qualified, downgraded or withdrawn and the Securities would not be placed on credit review status (except for possible upgrading) as a result of such agreement. Any such agreement may contain provisions whereby such holder may instruct the Master Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for the deposition of cash by the holder that would be available for distribution to Securityholders if Liquidation Proceeds are less than they otherwise may have been had the Master Servicer acted in accordance with its normal procedures.
Special Servicing. To the extent that the Partnership, any Subsidiaries of the Partnership or the General Partner, with respect to any investment has the right to appoint, terminate or replace the special servicer in any such investment, the Company agrees to appoint or cause the appointment of LNR Partners, Inc. (“LNR Partners”) as special servicer with respect to such investment, or if LNR Partners is the special servicer, to maintain LNR Partners in such role.
Special Servicing. CitiMortgage may enter into a special servicing agreement with an unaffiliated person (the class B holder). At any time that the class B holder holds 100% of the beneficial interest in the most subordinated class of certificates, the class B holder may designate a special servicer to service certain mortgage loans in default and REO property (specially serviced mortgage loans). Any special servicing agreement will be subject to each rating agency’s acknowledgement that the ratings of each class of certificates in effect immediately prior to CitiMortgage’s entering into the special servicing agreement will not be qualified, downgraded or withdrawn, and that no class of certificates will be placed on credit review status (except for possible upgrading) as a result of the agreement. CitiMortgage will be the master servicer and the special servicer will be a third-party servicer for the specially serviced mortgage loans. Except as otherwise stated or as the context clearly requires, references in this agreement to third-party mortgage loans will include specially serviced mortgage loans, and references to third-party servicing agreements will include special servicing agreements.
Special Servicing. Subject to the following conditions, the initial Servicer may appoint a special servicer to service any Mortgage Loan that as of the first day of a Fiscal Quarter is delinquent in payment by 90 days or more or is an REO Property (a “Distressed Mortgage Loan”). The appointment of a special servicer by the initial Servicer and the execution of a special servicing agreement with the special servicer shall be subject to the consent the Master Servicer, the Depositor and the Trustee and the receipt of confirmation from the Rating Agencies that the transfer of servicing to the special servicer shall not result in a reduction of the then-current rating previously given by such Rating Agency to any Certificate. Any monthly fee paid to the special servicer in connection with any Mortgage Loan serviced by such special servicer shall not exceed one-twelfth of the product of (a) the Minimum Servicing Fee Rate and (b) the Scheduled Principal Balance of such Mortgage Loan. The special servicing agreement shall provide that the special servicer shall undertake all duties and responsibilities of the Servicer under this Agreement in respect of any Distressed Mortgage Loans serviced by the special servicer, including in particular, all advancing obligations and all Exchange Act reporting obligations of the Servicer with respect to such Mortgage Loans. All reasonable costs and expenses incurred in connection with a transfer of servicing to the special servicer including, without limitation, the costs and expenses of the Trustee, the Master Servicer or any other Person in appointing a special servicer, or of transferring the servicing files and the other necessary data to the special servicer, shall be paid by the Servicer from its own funds without reimbursement. The Servicer shall be responsible for the delivery of all required transfer notices and will send a copy of the transfer notice to the Master Servicer. In addition, the Servicer shall provide or cause any special servicer to provide to the Securities Administrator and the Depositor any information or data as may be necessary for the Securities Administrator to prepare and file any Exchange Act Reports as may be required under Regulation AB or otherwise to reflect the appointment of the special servicer.
