Common use of Special Servicing Clause in Contracts

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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.23. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

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 Moody's and Xxxxx Fitch Ratings, (ii) satisfy and be subject to all requirements and obligations of a Subservicer under x Xxxxxrvicex xxder 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.23. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

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 Moody's and Xxxxx Fitch Ratings, (ii) satisfy and be subject satisfx xxx xe subxxxx 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.23. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

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 Moody's and Xxxxx Fitch Ratings, (ii) satisfy and be subject to all requirements and obligations requirementx xxx xbligaxxxxx 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.23. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

Special Servicing. (a) Subject to the conditions described in Section 3.23(b3.22(b) belowbelow and provided that the Sixty-Plus Percentage on three consecutive Distribution Dates exceeds the percentages set forth on Exhibit W for such three consecutive Distribution Dates, 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 Delinquent in payment by 120 90 days or more as of the related third Distribution Date of such three consecutive Distribution Dates (the "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, so long as the Trust Fund is obligated to follow the reporting requirements of the Exchange Act. 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(a3.22(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 Moody's and Xxxxx Fitch Ratings, (ii) satisfy xxxxxxy and be xx 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 expenseexpense (limited, in the case of the accounting of amounts collected or held by such Transferring Servicer, only to out-of-pocket expenses and costs), 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.233.22. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

Special Servicing. (a) Subject to the conditions described in Section 3.23(b3.22(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(a3.22(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 and Moody's, Xxxxx'x and Xxxxx Ratings, (ii) satisfy and be subject to all requirements and obligations of a Subservicer under this Agreementtxxx Xxxeement, 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.233.22. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

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 Moody's and Xxxxx Fitch Ratings, (ii) satisfy and be subject to all requirements and obligations of a Subservicer under this undxx xxis 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.23. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

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 Moody's and Xxxxx Fitch Ratings, (ii) satisfy and be subject to all requirements and obligations reqxxxxxxxts axx xbligations 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.23. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

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 Moody's and Xxxxx Fitch Ratings, (ii) satisfy and be subject to all requirements and obligations of a Subservicer obligationx xx x Subsxxxxxer 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.23. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

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 Moody's and Xxxxx Fitch Ratings, (ii) satisfy and be subject to all requirements and obligations of a Subservicer under this Subsxxxxxxx undxx xxis 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.23. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

Special Servicing. (a) Subject to the conditions described in Section 3.23(b3.22(b) below, 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 Delinquent in payment by 120 90 days or more as of the related Special Servicing Transfer any Distribution 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, so long as the Trust Fund is obligated to follow the reporting requirements of the Exchange Act. 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 intends to 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(a3.22(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 expenseexpense (limited, in the case of the accounting of amounts collected or held by such Transferring Servicer, only to out-of-pocket expenses and costs), 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.233.22. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

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 Moody's and Xxxxx Fitch Ratings, (ii) satisfy and be subject to all requirements and obligations requiremexxx xxd oblixxxxxns 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.23. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.

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 Moody's and Xxxxx Fitch Ratings, (ii) satisfy and be subject to all requirements requirexxxxx and obligations oxxxxxtions 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 Subservicing Fee from payments of interest received on such Mortgage Loan (and shall have no rights or entitlement to compensation greater than that of the Transferring Servicer with respect to such Mortgage Loan) and the Transferring Servicer shall have no further rights or obligations hereunder with respect to such Mortgage Loan (except that the Master Servicer shall remain obligated to master service such Mortgage Loan pursuant to this Agreement). In connection with the transfer of the servicing of any Mortgage Loan to a Special Servicer, the Master Servicer shall amend the Mortgage Loan Schedule to reflect that such Mortgage Loans are subserviced by such Special Servicer. (d) On any Special Servicing Transfer Date, the related Special Servicer shall reimburse the Transferring Servicer for all unreimbursed Advances, Servicing Advances and Servicing Fees, as applicable, relating to the Mortgage Loans for which the servicing is being transferred. The related Special Servicer shall be entitled to be reimbursed pursuant to Section 3.10 or otherwise pursuant to this Agreement for all such Advances, Servicing Advances and Servicing Fees, as applicable, paid to the Transferring Servicer pursuant to this Section 3.23. In addition, in the event that the Transferring Servicer is a Subservicer, the Holder of the Class SB Certificates or the related Special Servicer shall pay any termination fees due to such Transferring Servicer pursuant to the applicable Subservicing Agreement. (e) Each Special Servicer agrees to indemnify and hold the Master Servicer and the Transferring Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by the Master Servicer or Transferring Servicer, as applicable, as a result of or in connection with the failure by such Special Servicer to perform the obligations or responsibilities imposed upon or undertaken by such Special Servicer under this Agreement from and after the related Special Servicing Transfer Date. The Master Servicer agrees to indemnify and hold each Special Servicer harmless from and against any and all losses, claims, expenses, costs or liabilities (including attorneys fees and court costs) incurred by such Special Servicer as a result of or in connection with the failure by the Master Servicer to perform the obligations or responsibilities imposed upon or undertaken by the Master Servicer under this Agreement.