Special Servicing. Upon any Mortgage Loan becoming ninety (90) days or more delinquent, the Majority Class CE Certificateholder shall have the option to transfer servicing with respect to such delinquent Mortgage Loan to a Special Servicer. Immediately upon the transfer of servicing to the Special Servicer with respect to any Mortgage Loan, the Special Servicer shall service such Mortgage Loan in accordance with (i) all provisions of this Agreement which were applicable to the former Servicer prior to such transfer of servicing and (ii) any Special Servicer Agreement. Upon the exercise of such option and with respect to Mortgage Loans that currently or subsequently become ninety (90) days or more delinquent, servicing on such Mortgage Loans will transfer to the Special Servicer, upon prior written notice to the Master Servicer and Credit Risk Manager, without any further action by the Majority Class CE Certificateholder. Any Special Servicer Agreement shall be acceptable to the Master Servicer, the Trustee and the Rating Agencies and will not modify any material terms of this Agreement, including but not limited to, increasing the Servicing Fee payable to the Special Servicer under this Agreement. If any Mortgage Loan is serviced by the Special Servicer and subsequently becomes less than ninety (90) days delinquent, such Mortgage Loan shall be serviced by the Special Servicer in accordance with this Agreement exclusively, without regard to any Special Servicer Agreement. Upon the appointment of the Special Servicer, all provisions of this Agreement shall be binding on and enforceable against the Special Servicer as if such Special Servicer were an original signatory and party to this Agreement. Notwithstanding anything to the contrary contained herein, upon the transfer of servicing with respect to any such Mortgage Loan to the Special Servicer, the former Servicer (or any successor thereto other than the Special Servicer) shall have no further rights, obligations or liabilities with respect to such Mortgage Loan. Any costs and expenses of the Master Servicer in connection with the negotiation, execution and delivery of any Special Servicer Agreement and the transfer of servicing to a Special Servicer shall be an expense of the Majority Class CE Certificateholder (or, if the Majority Class CE Certificateholder fails to make prompt reimbursement, then from amounts due to the Class CE Certificates under this Agreement). In the event that a Special Servicer is appointed under t...
Special Servicing. (a) Subject to the conditions described in Section 3.23(b) below, the Holder of the Class SB Certificates may (but is not obligated to) appoint a special servicer (each, a "Special Servicer") to service any Mortgage Loan which is delinquent in payment by 120 days or more as of the related Special Servicing Transfer Date; provided, however, that the aggregate Stated Principal Balance of Mortgage Loans transferred to a Special Servicer pursuant to this Section shall not equal or exceed 10% of the Cut-off Date Balance. The Holder of the Class SB Certificates shall give the Trustee and the Master Servicer not less than 40 days prior written notice of the date on which it anticipates the transfer of servicing with respect to any Mortgage Loan to a Special Servicer to occur (the "Special Servicing Transfer Date"), specifying (i) the Mortgage Loan(s) that it intends to transfer and (ii) the related Special Servicer.
Special Servicing. The Special Servicer agrees, with respect to the Serviced Mortgage Loans, to perform and observe the duties, responsibilities and obligations that are to be performed and observed under the provisions of the Servicing Agreement, except as otherwise provided herein and on Exhibit A hereto, and that the provisions of the Servicing Agreement, as so modified, are and shall be a part of this Agreement to the same extent as if set forth herein in full.
Special Servicing. Borrower shall pay all reasonable special servicing fees relating the transfer of the Loan to special servicing at any time during the term of the Loan and for so long as the Loan is in special servicing. The obligations of Borrower set forth in this Section 13.5 are limited to the Borrower and Guarantor shall have no liability to Lender hereunder.
Special Servicing. On each Distribution Date, the Trustee shall verify, based on the recovery and expense information provided by Wilshire on the related Servicer Data Remittance Date, (i) the aggregate amount of accrued and unpaid Servicing Fees to be paid to Wilshire and expenses to be reimbursed to Wilshire on such Charged Off Loans as of the related Due Period and (ii) the amount of Net Recoveries on such Charged Off Loans for such Distribution Date. The Trustee shall be entitled to rely, without independent verification, on the loan level data provided by Wilshire that identifies the recovery amounts and the outstanding and unpaid expenses on any Charged Off Loan in order to verify the amount in clause (ii) of the previous sentence. The Trustee will be responsible for independently verifying the aggregate amount of accrued and unpaid Servicing Fees described in clause (i) of the second preceding sentence to be paid to Wilshire.
Special Servicing. (a) Notwithstanding anything to the contrary herein, Administrative Agent may resign as Administrative Agent hereunder unless, within thirty (30) days after the occurrence of a Special Servicing Event (as hereinafter defined), Administrative Agent and the Lenders have reached an agreement with respect to the fees (collectively, the “Servicing Fees”) that would be payable to Administrative Agent for servicing, special servicing and administering the Loans after such Special Servicing Event and during the continuation thereof and for administration of the ownership, operation and management of the Suites on Paseo Property during any period of time that the Suites on Paseo Property is owned by Administrative Agent or its nominee or other entity pursuant to Section 9.3(e) as a result of a foreclosure or the acceptance of a deed or assignment in lieu of foreclosure. Such Servicing Fees shall be payable in accordance with a separate agreement to be entered into by Administrative Agent and the Lenders. In all events, the Agency Fee shall continue to be payable to Administrative Agent until the Loan has been fully repaid (other than contingent indemnification obligations and other contingent obligations not yet accrued and payable), all collateral for the Loan has been disposed of and proceeds thereof distributed and all commitments of Administrative Agent hereunder have terminated.
Special Servicing. The Master Servicer may, in its sole and absolute discretion, enter into a Special Servicing Agreement with an unaffiliated holder of 100% Percentage Interest of a Class B Security, such agreement to be substantially in the form of Exhibit L hereto, or subject to each Rating Agency's acknowledgment that the ratings of the Securities in effect immediately prior to the entering into of such agreement would not be qualified, downgraded or withdrawn and the Securities would not be placed on credit review status (except for possible upgrading) as a result of such agreement. Any such agreement may contain provisions whereby such holder may instruct the Master Servicer to commence or delay foreclosure proceedings with respect to delinquent Mortgage Loans and will contain provisions for the deposition of cash by the holder that would be available for distribution to Securityholders if Liquidation Proceeds are less than they otherwise may have been had the Master Servicer acted in accordance with its normal procedures.
Special Servicing. (a) Notwithstanding anything to the contrary herein, Administrative Agent may resign as Administrative Agent hereunder unless, within thirty (30) days after the occurrence of a Special Servicing Event (as hereinafter defined), Administrative Agent and the Lenders have reached an agreement with respect to the fees (collectively, the “Servicing Fees”) that would be payable to Administrative Agent for servicing, special servicing and administering the Loans after such Special Servicing Event and during the continuation thereof and for administration of the ownership, operation and management of the Property during any period of time that the Property is owned by Administrative Agent or its nominee or other entity pursuant to Section 10.3.5 as a result of a foreclosure or the acceptance of a deed or assignment in lieu of foreclosure. Such Servicing Fees shall be payable in accordance with a separate agreement to be entered into by Administrative Agent and the Lenders. In all events, the Agency Fee shall continue to be payable to Administrative Agent until the Loan has been fully repaid, all collateral for the Loan has been disposed of and proceeds thereof distributed and all services of Administrative Agent hereunder have terminated.
Special Servicing. The Master Servicers may, in their sole and absolute discretion, enter into a special servicing agreement with an unaffiliated holder of a 100% percentage interest in a Subordinate Bond (as defined in the Indenture), subject to each Rating Agency's acknowledgment that the ratings of the Bonds in effect immediately prior to the entering into of such agreement would not be qualified, downgraded or withdrawn and the Bonds would not be placed on credit review status (except for possible upgrading) as a result of such agreement. Any such agreement must be signed by both Master Servicers and may contain provisions whereby such holder may instruct the related Master Servicer to commence or delay foreclosure proceedings with respect to delinquent related Mortgage Loans and will contain provisions for the disposition of cash deposited with the applicable Master Servicer by the holder of such Subordinate Security that would be available for distribution to Certificateholders if Liquidation Proceeds are less than they otherwise may have been had the related Master Servicer acted in accordance with its normal procedures.
Special Servicing. Subject to the following conditions, the initial Servicer may appoint a special servicer to service any Mortgage Loan that as of the first day of a Fiscal Quarter is delinquent in payment by 90 days or more or is an REO Property (a “Distressed Mortgage Loan”). The appointment of a special servicer by the initial Servicer and the execution of a special servicing agreement with the special servicer shall be subject to the consent the Master Servicer, the Depositor and the Trustee and the receipt of confirmation from the Rating Agencies that the transfer of servicing to the special servicer shall not result in a reduction of the then-current rating previously given by such Rating Agency to any Certificate. Any monthly fee paid to the special servicer in connection with any Mortgage Loan serviced by such special servicer shall not exceed one-twelfth of the product of (a) the Minimum Servicing Fee Rate and (b) the Scheduled Principal Balance of such Mortgage Loan. The special servicing agreement shall provide that the special servicer shall undertake all duties and responsibilities of the Servicer under this Agreement in respect of any Distressed Mortgage Loans serviced by the special servicer, including in particular, all advancing obligations and all Exchange Act reporting obligations of the Servicer with respect to such Mortgage Loans. All reasonable costs and expenses incurred in connection with a transfer of servicing to the special servicer including, without limitation, the costs and expenses of the Trustee, the Master Servicer or any other Person in appointing a special servicer, or of transferring the servicing files and the other necessary data to the special servicer, shall be paid by the Servicer from its own funds without reimbursement. The Servicer shall be responsible for the delivery of all required transfer notices and will send a copy of the transfer notice to the Master Servicer. In addition, the Servicer shall provide or cause any special servicer to provide to the Securities Administrator and the Depositor any information or data as may be necessary for the Securities Administrator to prepare and file any Exchange Act Reports as may be required under Regulation AB or otherwise to reflect the appointment of the special servicer.
