Common use of Special Servicer Clause in Contracts

Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, ▇▇▇▇▇’▇ and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇▇▇▇’▇ and such special servicer shall be a “Select Special Servicer” as set forth in S&P’s criteria. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.

Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, ▇▇▇▇▇’▇ and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇▇▇▇’▇ and such special servicer shall be a “Select Special Servicer” as set forth in S&P’s criteria. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.

Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, ▇▇▇▇▇’▇ and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇▇▇▇’▇ and Fitch and such special servicer shall be a “Select Special Servicer” as set forth in S&P’s criteria. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.

Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, ▇▇▇▇▇’'▇ and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 90 days or more Delinquent as of such Distribution Date (“Special Servicer "Delinquent Loans”"). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇▇▇▇’'▇ and such special servicer shall be a “"Select Special Servicer” " as set forth in S&P’s 's criteria. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s 's servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.

Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, ▇▇▇▇▇’▇ and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date, the Group I Majority Class CE Certificateholder, the Group II Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the related Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the related Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Group I Majority Class CE Certificateholder, the Group II Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇▇▇▇’▇ and such special servicer shall be a “Select Special Servicer” as set forth in S&P’s criteria. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.

Special Servicer. On The Senior Noteholder, at its expense (including, without limitation, the reasonable costs and expenses of counsel to any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as third parties and costs and expenses of the Closing Date by any of S&Pterminated Special Servicer), ▇▇▇▇▇’▇ and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer right to appoint a special servicer the Special Servicer with respect to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicerLoan. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇▇▇▇’▇ and such special servicer shall be a “Select Special Servicer” as set forth in S&P’s criteria. Such special servicer Senior Noteholder shall be entitled to any terminate the rights and obligations of the Special Servicer under the Servicing Fees Agreement, with or without cause, upon at least ten (including any related late payment charges10) payable Business Days’ prior notice to the Master Servicer with respect to any Special Servicer Delinquent (provided, however, that the Senior Noteholder shall not be liable for any termination or similar fee in connection with the removal of the Special Servicer in accordance with this Section 7); such termination not be effective unless and until (A) each Rating Agency delivers Rating Agency Confirmation (to the extent the Mortgage Loan has been securitized); (B) the special servicer is servicing. In initial or successor Special Servicer has assumed in writing (from and after the event that a special servicer is appointeddate such successor Special Servicer becomes the Special Servicer) all of the responsibilities, duties and liabilities of the Special Servicer under the Servicing Agreement from and after the date it becomes the Special Servicer as they relate to such Mortgage Loan pursuant to an assumption agreement reasonably satisfactory to the Trustee; and (C) the Trustee shall provide prompt written notice have received an opinion of counsel reasonably satisfactory to the Rating Agencies Trustee to the effect that (x) the designation of such appointment. The special servicer shall comply in all respects with, and shall service such replacement to serve as Special Servicer Delinquent Loans is in accordance withcompliance with the Servicing Agreement, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred (y) such replacement will be bound by the Master Servicer as a result terms of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made Agreement with respect to such Mortgage Loan and (z) subject to customary qualifications and exceptions, the applicable servicing agreement will be enforceable against such replacement in accordance with its terms. The Senior Noteholder shall promptly provide copies to any terminated Special Servicer Delinquent Loans transferred of the documents referred to in the preceding sentence. Prior to the special servicerSecuritization, if the Mortgage Loan becomes a Specially Serviced Mortgage Loan, and if not later than thirty (30) days after the Mortgage Loan becomes a Specially Serviced Mortgage Loan the Senior Noteholder elects to replace the Special Servicer, then each Noteholder agrees that no liquidation fees or workout fees shall be payable to the Special Servicer being replaced, unless such Special Servicer shall have either successfully completed a workout or a liquidation, in which case such fees shall be payable as provided herein.

Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, ▇▇▇▇▇’▇ and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE C Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE C Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE C Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇▇▇▇’▇ and such special servicer shall be a “Select Special Servicer” as set forth in S&P’s criteria. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.

Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, ▇▇▇▇▇’▇ and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 90 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇▇▇▇’▇ and such special servicer shall be a “Select Special Servicer” as set forth in S&P’s criteria. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.

Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, ▇▇▇▇▇’▇ Moody's and Fitch and an▇ (2▇) a ▇ Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“"Special Servicer Delinquent Loans”"). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by Moody's and such spe▇▇▇▇ ▇▇’▇ and such special servicer rvicer shall be a “"Select Special Servicer” " as set forth in S&P’s 's criteria. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s 's servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.

Special Servicer. On any Distribution Date on which (1) the servicer rating for The Special Servicer and the Master Servicer is downgraded by a full rating category from its rating as shall each prepare (and, in the case of the Closing Date Special Servicer, shall deliver to the Master Servicer) a written report of each such inspection performed by it that sets forth in detail the condition of the Mortgaged Property and that specifies the existence of: (i) any sale, transfer or abandonment of S&Pthe Mortgaged Property of which it is aware, (ii) any change in the condition, occupancy or value of the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material, or (iii) any visible waste committed on the Mortgaged Property of which the Master Servicer or the Special Servicer, as applicable, is aware and considers material. The Master Servicer shall within 45 days of the related inspection, deliver such reports complete with any photographs taken thereof, to the Trustee, each other, and, in an electronic format using the ARCap Naming Convention, to the Controlling Class Representative and the related Companion Loan holder, if applicable (and in the case of the ▇▇ ▇▇▇▇ ▇▇▇▇▇’▇ and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date▇▇▇▇▇ Mortgage Loan, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇ ▇▇▇▇ ▇▇▇▇▇’▇ ▇▇▇▇▇ Operating Advisor) and the Trustee shall, subject to Section 3.15, make copies of all such special servicer shall be a “Select Special Servicer” as set forth in S&P’s criteriainspection reports available for review by Certificateholders and Certificate Owners during normal business hours at the offices of the Trustee at all times after Trustee's receipt thereof. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to Upon written request and at the Master Servicer with respect to any Special Servicer Delinquent Loan expense of the special servicer is servicing. In the event that a special servicer is appointedrequesting party, the Trustee shall provide prompt written notice deliver copies of any such inspection reports to Certificateholders and Certificate Owners and the related Companion Loan holder, if 143 applicable. The Special Servicer shall have the right to inspect or cause to be inspected (at its own expense) every calendar year any Mortgaged Property related to a loan that is not a Specially Serviced Mortgage Loan, provided that the Special Servicer obtains the approval of the Master Servicer prior to such inspection, and provides a copy of such inspection to the Rating Agencies of such appointment. The special servicer shall comply in all respects withMaster Servicer; and provided, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent further that the Master Servicer and the Special Servicer shall not both inspect a Mortgaged Property that is required to under this Agreementnot securing a Specially Serviced Mortgage Loan in the same calendar year. The special servicer If the Special Servicer or, in the case of the Fairfield Commons Mortgage Loan, the Series 2003-C5 Master Servicer or the Series 2003-C5 Special Servicer performs such inspection, such inspection shall indemnify satisfy the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect Servicer's inspection obligations pursuant to such Special Servicer Delinquent Loans transferred to the special servicerthis paragraph (a).

Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, ▇▇▇▇▇’▇ Moody's and Fitch and a▇▇ (2▇) a Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“"Special Servicer Delinquent Loans”"). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by Moody's and such sp▇▇▇▇▇ ▇’▇ and such special servicer ervicer shall be a “"Select Special Servicer” " as set forth in S&P’s 's criteria. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s 's servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.

Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, ▇▇▇▇▇’▇ and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇▇▇▇’▇ and and such special servicer shall be a “Select Special Servicer” as set forth rated in S&P’s criteriathe two highest special servicer rankings by Fitch. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. . In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.

Special Servicer. On any Distribution Date on which (1) the servicer rating for the Master Servicer is downgraded by a full rating category from its rating as of the Closing Date by any of S&P, ▇▇▇▇▇’▇ and Fitch and (2) a Special Servicer Trigger is in effect for such Distribution Date, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”). In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional Special Servicer Delinquent Loans as of such Distribution Dates to the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇▇▇▇’▇ and Fitch and such special servicer shall be a “Select Special Servicer” as set forth in S&P’s criteria. Such special servicer shall be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicing. In the event that a special servicer is appointed, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement to the same extent that the Master Servicer is required to under this Agreement. The special servicer shall indemnify the Master Servicer for any losses, liabilities or damages incurred by the Master Servicer as a result of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse the Master Servicer for any and all Advances, out of pocket expenses and accrued Servicing Fees made with respect to such Special Servicer Delinquent Loans transferred to the special servicer.

Special Servicer. On With respect to any Distribution Date on which (1) the servicer rating for Mortgage Loan that becomes a Specially Serviced Mortgage Loan, all servicing responsibilities shall be transferred from the Master Servicer is downgraded by a full rating category from its rating as of or any Sub-Servicer to the Closing Date by any of S&P, ▇▇▇▇▇’▇ and Fitch and (2) a Special Servicer. The Special Servicer Trigger is in effect for shall, consistent with the servicing standard set forth herein, perform the day-to-day servicing functions with respect to such Distribution DateMortgage Loan. In connection therewith, the Majority Class CE Certificateholder or its designee shall have the option to direct the Master Servicer to appoint a special servicer to service all of the Mortgage Loans that are 91 days or more Delinquent as of such Distribution Date (“Special Servicer Delinquent Loans”)shall be entitled as compensation to retain the Servicing Fee with respect to each Mortgage Loan that is a Specially Serviced Mortgage Loan for any calendar month or part thereof that such Mortgage Loan was a Specially Serviced Mortgage Loan. In addition, on each of the next three Distribution Dates and for every Distribution Date occurring in the last month of each Fiscal Quarter thereafter, if a Special Servicing Trigger is in effect the Majority Class CE Certificateholder shall have the option to direct the Master Servicer to transfer any additional The Special Servicer Delinquent Loans as of such Distribution Dates to shall perform the special servicer. The special servicer appointed at the direction of the Majority Class CE Certificateholder or its designee shall be rated in the two highest special servicer rankings by ▇▇▇▇▇’▇ duties and such special servicer shall be a “Select Special Servicer” as obligations set forth in S&P’s criteriaSection 3.16 with respect to the realization of proceeds on any such Mortgage Loans. Such special servicer The Special Servicer shall be required to pay all expenses incurred by it in connection with its servicing activities hereunder and shall not be entitled to any Servicing Fees (including any related late payment charges) payable to the Master Servicer with respect to any Special Servicer Delinquent Loan the special servicer is servicingreimbursement thereof except as specifically provided for herein. In the event that a special servicer is appointedany Specially Serviced Mortgage Loans cease to be in default (after giving effect to any grace period) for three consecutive months, the Trustee shall provide prompt written notice to the Rating Agencies of such appointment. The special servicer shall comply in all respects with, and shall service such Special Servicer Delinquent Loans in accordance with, this Agreement shall transfer all servicing responsibilities back to the same extent that the Master Servicer is required to under this Agreement. The special servicer or any designated Sub-Servicer and thereafter such Mortgage Loan shall indemnify the Master Servicer for any losses, liabilities or damages incurred be serviced hereunder by the Master Servicer or such Sub-Servicer. In the event that Fairbanks Capital Corp. is terminated in its capacity as a result Sub-Servicer, such termination shall have the effect under this Agreement of simultaneously terminating Fairbanks Capital Corp. in its capacity as Special Servicer hereunder. In the event of any such termination of the special servicer’s servicing of any Special Servicer Delinquent Loan and shall reimburse Servicer, the Master Servicer for any shall, with the consent of the Certificate Insurer and all Advancesthe Rating Agencies, out of pocket expenses and accrued Servicing Fees made with respect to such appoint a successor Special Servicer Delinquent Loans transferred to the special servicerServicer.