Common use of Successor to the Special Servicer Clause in Contracts

Successor to the Special Servicer. Simultaneously with the termination of the Special Servicer’s responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.01 or 8.02, the Master Servicer shall (i) within 90 days of the Special Servicer’s notice of such termination, succeed to and assume all of the Special Servicer’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in clauses (i) and (ii) of Section 7.01 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement simultaneously with the termination of the Special Servicer’s responsibilities, duties and liabilities under this Agreement. Any successor to the Special Servicer shall be subject to the approval of the Master Servicer. Any approval of a successor servicer by the Master Servicer and, to the extent required by the Trust Agreement, the Trustee, shall, if the successor servicer is not at that time a servicer of other Transferred Mortgage Loans for the Trust Fund, be conditioned upon the receipt by the Master Servicer, the Seller and the Trustee of a letter from each Rating Agency to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Seller, as applicable, may make such arrangements for the compensation of such successor out of payments on Transferred Mortgage Loans as it and such successor shall agree, provided, however, that no such compensation shall be in excess of the Servicing Fee permitted under this Agreement. In the event that the Special Servicer’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Special Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Special Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 9.01 and shall in no event relieve the Special Servicer of the representations and warranties made pursuant to Sections 6.01 and the remedies available to the Master Servicer, the Trustee and the Seller under Sections 6.02, 6.03 and 6.04, it being understood and agreed that the provisions of such Sections 6.01, 6.02, 6.03 and 6.04 shall be applicable to the Special Servicer notwithstanding any such resignation or termination of the Special Servicer, or the termination of this Agreement. Neither the Master Servicer, in its capacity as successor servicer, nor any other successor servicer shall be responsible for the lack of information and/or documents that are not transferred to it by the Special Servicer and that it cannot otherwise obtain through reasonable efforts. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Special Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor’s possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of any Mortgage Notes and the related documents. The Special Servicer shall cooperate with the Trustee, the Master Servicer or the Seller, as applicable, and such successor in effecting the termination of the Special Servicer’s responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Special Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Transferred Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Special Servicer, the Master Servicer and the Seller an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and provide for the same remedies set forth in Sections 6.02, 6.03 and 6.04 herein and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Special Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Special Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Special Servicer or termination of this Agreement pursuant to Sections 6.02, 7.03, 8.01 or 8.02 shall not affect any claims that the Seller, the Master Servicer or the Trustee may have against the Special Servicer arising out of the Special Servicer’s actions or failure to act prior to any such termination or resignation. The Special Servicer shall deliver promptly to the successor servicer the funds in the Custodial Account and Escrow Account and all Transferred Mortgage Loan documents and related documents and statements held by it hereunder and the Special Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Special Servicer. Upon a successor’s acceptance of appointment as such, it shall notify the Trustee, the Seller and Master Servicer and the Depositor of such appointment in accordance with the procedures set forth in Section 9.04.

Successor to the Special Servicer. Simultaneously with the termination of the Special Servicer’s responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.03, 8.01 or 8.02, the Master Servicer shall (i) within 90 days of the Special Servicer’s notice of such termination, succeed to and assume all of the Special Servicer’s responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in clauses (i) and (ii) of Section 7.01 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement simultaneously with the termination of the Special Servicer’s responsibilities, duties and liabilities under this Agreement. Any successor to the Special Servicer shall be subject to the approval of the Master Servicer. Any approval of a successor servicer by the Master Servicer and, to the extent required by the Trust Agreement, the Trustee, shall, if the successor servicer is not at that time a servicer of other Transferred Mortgage Loans for the Trust Fund, be conditioned upon the receipt by the Master Servicer, the Seller and the Trustee of a letter from each Rating Agency to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Seller, as applicable, may make such arrangements for the compensation of such successor out of payments on Transferred Mortgage Loans as it and such successor shall agree, provided, however, that no such compensation shall be in excess of the Servicing Fee permitted under this Agreement. In the event that the Special Servicer’s duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Special Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Special Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 9.01 and shall in no event relieve the Special Servicer of the representations and warranties made pursuant to Sections 6.01 and the remedies available to the Master Servicer, the Trustee and the Seller under Sections 6.02, 6.03 and 6.04, it being understood and agreed that the provisions of such Sections 6.01, 6.02, 6.03 and 6.04 shall be applicable to the Special Servicer notwithstanding any such resignation or termination of the Special Servicer, or the termination of this Agreement. Neither the Master Servicer, in its capacity as successor servicer, nor any other successor servicer shall be responsible for the lack of information and/or documents that are not transferred to it by the Special Servicer and that it cannot otherwise obtain through reasonable efforts. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entity, the Special Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor’s possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer of any Mortgage Notes and the related documents. The Special Servicer shall cooperate with the Trustee, the Master Servicer or the Seller, as applicable, and such successor in effecting the termination of the Special Servicer’s responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Special Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Transferred Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Special Servicer, the Master Servicer and the Seller an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and provide for the same remedies set forth in Sections 6.02, 6.03 and 6.04 herein and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Special Servicer under this Agreement, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Special Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Special Servicer or termination of this Agreement pursuant to Sections 6.02, 7.03, 8.01 or 8.02 shall not affect any claims that the Seller, the Master Servicer or the Trustee may have against the Special Servicer arising out of the Special Servicer’s actions or failure to act prior to any such termination or resignation. The Special Servicer shall deliver promptly to the successor servicer the funds in the Custodial Account and Escrow Account and all Transferred Mortgage Loan documents and related documents and statements held by it hereunder and the Special Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Special Servicer. Upon a successor’s acceptance of appointment as such, it shall notify the Trustee, the Seller and Master Servicer and the Depositor of such appointment in accordance with the procedures set forth in Section 9.04.

Successor to the Special Servicer. Simultaneously with the termination of the Special Servicer’s 's responsibilities and duties under this Agreement (a) pursuant to Sections 6.02, 7.038.03, 8.01 9.01 or 8.029.02, the Master Servicer Owner shall (i) within 90 days of the Special Servicer’s notice of such termination, succeed to and assume all of the Special Servicer’s 's responsibilities, rights, duties and obligations under this Agreement, or (ii) appoint a successor having the characteristics set forth in clauses (i) and (ii) of Section 7.01 8.01 and which shall succeed to all rights and assume all of the responsibilities, duties and liabilities of the Special Servicer under this Agreement simultaneously with the termination of the Special Servicer’s 's responsibilities, duties and liabilities under this Agreement. Any successor to the Special Servicer shall be subject to the approval of the Master Servicer. Any approval of a successor servicer by the Master Servicer and, to the extent required by the Trust Agreement, the Trustee, shall, if the successor servicer is not at that time a servicer of other Transferred Mortgage Loans for the Trust Fund, be conditioned upon the receipt by the Master Servicer, the Seller and the Trustee of a letter from each Rating Agency to the effect that such transfer of servicing will not result in a qualification, withdrawal or downgrade of the then-current rating of any of the Certificates. In connection with such appointment and assumption, the Master Servicer or the Seller, as applicable, Owner may make such arrangements for the compensation of such successor out of payments on Transferred Mortgage Loans as it and such successor shall agree, provided, however, that no such compensation shall be in excess of that permitted the Servicing Fee permitted Special Servicer under this AgreementAgreement without the consent of the Owner. In the event that the Special Servicer’s 's duties, responsibilities and liabilities under this Agreement should be terminated pursuant to the aforementioned sections, the Special Servicer shall discharge such duties and responsibilities during the period from the date it acquires knowledge of such termination until the effective date thereof with the same degree of diligence and prudence which it is obligated to exercise under this Agreement, and shall take no action whatsoever that might impair or prejudice the rights or financial condition of its successor. The resignation or removal of the Special Servicer pursuant to the aforementioned sections shall not become effective until a successor shall be appointed pursuant to this Section 9.01 10.01 and shall in no event relieve the Special Servicer of the representations and warranties made pursuant to Sections 6.01 and the remedies available to the Master Servicer, the Trustee Owner under Section 6.02 and the Seller under Sections 6.02, 6.03 and 6.047.02, it being understood and agreed that the provisions of such Sections 6.01, 6.02, 6.03 6.02 and 6.04 7.02 shall be applicable to the Special Servicer notwithstanding any such resignation or termination of the Special Servicer, or the termination of this Agreement. Neither the Master Servicer, in its capacity as successor servicer, nor any other successor servicer shall be responsible for the lack of information and/or documents that are not transferred to it by the Special Servicer and that it cannot otherwise obtain through reasonable efforts. Within a reasonable period of time, but in no event longer than 30 days of the appointment of a successor entityentity by the Owner, the Special Servicer shall prepare, execute and deliver to the successor entity any and all documents and other instruments, place in such successor’s 's possession all Servicing Files, and do or cause to be done all other acts or things necessary or appropriate to effect the purposes of such notice of termination, including but not limited to the transfer and endorsement of any the Mortgage Notes and the related documents, and the preparation and recordation of Assignments of Mortgage, with respect to Transferred Mortgage Loans, at the discretion of the Owner and, at the Owner's sole expense. The Special Servicer shall cooperate with the Trustee, the Master Servicer or the Seller, as applicable, Owner and such successor in effecting the termination of the Special Servicer’s 's responsibilities and rights hereunder and the transfer of servicing responsibilities to the successor standby servicer, including without limitation, the transfer to such successor for administration by it of all cash amounts which shall at the time be credited by the Special Servicer to the Custodial Account or Escrow Account or thereafter received with respect to the Transferred Mortgage Loans. Any successor appointed as provided herein shall execute, acknowledge and deliver to the Trustee, the Special Servicer, the Master Servicer and to the Seller Owner an instrument (i) accepting such appointment, wherein the successor shall make the representations and warranties set forth in Section 6.01 and provide for the same remedies set forth in Sections 6.02, 6.03 and 6.04 herein and (ii) an assumption of the due and punctual performance and observance of each covenant and condition to be performed and observed by the Special Servicer under this Agreement6.01, whereupon such successor shall become fully vested with all the rights, powers, duties, responsibilities, obligations and liabilities of the Special Servicer, with like effect as if originally named as a party to this Agreement. Any termination or resignation of the Special Servicer or termination of this Agreement pursuant to Sections 6.02, 7.038.03, 8.01 9.01 or 8.02 9.02 shall not affect any claims that the Seller, the Master Servicer or the Trustee Owner may have against the Special Servicer arising out of the Special Servicer’s 's actions or failure to act prior to any such termination or resignation. The Special Servicer shall deliver promptly to the successor standby servicer the funds in the Custodial Account and Escrow Account and all Transferred Mortgage Loan documents and related documents and statements held by it hereunder and the Special Servicer shall account for all funds and shall execute and deliver such instruments and do such other things as may reasonably be required to more fully and definitively vest in the successor all such rights, powers, duties, responsibilities, obligations and liabilities of the Special Servicer. Upon a successor’s 's acceptance of appointment as such, it the Special Servicer shall notify by mail the Trustee, the Seller and Master Servicer and the Depositor Owner of such appointment in accordance with the procedures set forth in Section 9.0410.06.