Termination of the Special Servicer Sample Clauses

The 'Termination of the Special Servicer' clause defines the conditions and procedures under which the appointment of the Special Servicer can be ended. Typically, this clause outlines specific events or breaches—such as failure to perform duties, insolvency, or misconduct—that would trigger termination, and may detail the process for appointing a replacement. Its core practical function is to ensure accountability and maintain effective management of the serviced assets by providing a clear mechanism for removing and replacing the Special Servicer if necessary.
Termination of the Special Servicer. (a) With respect to any Serviced Mortgage Loan or Serviced Loan Combination, the applicable Directing Holder shall be entitled to terminate the rights (subject to Section 3.12, Section 6.03, Section 6.08(b) and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to such Serviced Loan or Serviced Loan Combination, as applicable, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer with respect to a Serviced Loan Combination, the related Companion Loan Holder(s); provided that, if the Controlling Class Representative is the applicable Directing Holder and it elects to effect such a termination, it shall do so with respect to all of the Serviced Loans as to which it is the applicable Directing Holder. Upon a termination (pursuant to the first paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b) of this Agreement) of the Special Servicer with respect to any Serviced Loan(s) or Serviced Loan Combination, the applicable Directing Holder shall appoint a successor Special Servicer with respect to such Serviced Loan(s) or Serviced Loan Combination, as the case may be; provided, however, that (i) such successor shall meet the requirements set forth in Section 7.02 of this Agreement, (ii) the applicable Directing Holder shall (at no expense to the Trust) obtain and deliver to the Certificate Administrator and the Trustee a Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer and (iii) in the case of the appointment of a successor Special Servicer with respect to a Serviced Loan Combination, the applicable Directing Holder shall (at no expense to the Trust or any related Other Securitization Trust) obtain and deliver to the certificate administrator (if any) and the trustee for each related Other Securitization Trust (with a copy to the Certificate Administrator and the Trustee) a Companion Loan Rating Agency Confirmation with respect to such proposed successor acting as a Special Servicer for each related Serviced Companion Loan. If a Control Termination Event has occurred and is continuing, upon (i) the written direction of Holders of Certificates evidencing not less than 25% of the Voting Rights of the Regular Certificates requesting a vote to terminate and replace the Special Servicer ...
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Termination of the Special Servicer. (a) At any time prior to the occurrence and continuance of a Control Termination Event (or if a Control Termination Event has occurred but is no longer continuing), the Controlling Class Representative shall be entitled to terminate the rights (subject to Section 3.12, Section 6.03, Section 6.08(b) and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement with respect to the Serviced Loans (exclusive of any Serviced Outside Controlled Loan Combination and any Excluded Mortgage Loan), with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee and, in the case of a termination of the Special Servicer with respect to a Serviced Loan Combination, the related Companion Loan Holder(s); provided that so long as LNR Securities Holdings, LLC or an Affiliate thereof owns, as of the date of the delivery of the related notice of termination, at least 25% of the Certificate Balance of the then Controlling Class of Certificates, LNR Partners, LLC may not be so removed or replaced as Special Servicer by the Controlling Class Representative without cause. With respect to any Serviced Outside Controlled Loan Combination, the related Outside Controlling Note Holder shall be entitled, to the extent provided in the related Co-Lender Agreement, at any time to terminate the rights (subject to Section 3.12, Section 6.03, Section 6.08(b) and Section 6.08(g) of this Agreement) and obligations of the Special Servicer under this Agreement solely with respect to such Serviced Outside Controlled Loan Combination, with or without cause, upon ten (10) Business Days’ notice to the Special Servicer, the Master Servicer, the Certificate Administrator and the Trustee and any other related Companion Loan Holder(s). Upon a termination (pursuant to the first or the second paragraph of this Section 6.08(a)) or a resignation (pursuant to Section 6.04(b) of this Agreement) of the Special Servicer with respect to the applicable Serviced Loan(s), the Controlling Class Representative (with respect to the Serviced Loans other than any Serviced Outside Controlled Loan Combination) or the related Outside Controlling Note Holder (with respect to a Serviced Outside Controlled Loan Combination), as applicable, shall appoint a successor Special Servicer with respect to the Serviced Loans (exclusive of any Serviced Outside Controlled Loan Combination) or the related Serviced ...
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Termination of the Special Servicer. The Majority Class G Noteholder shall be entitled to terminate the rights and obligations of the Special Servicer with respect to any Serviced Mortgage Loan, with or without cause, upon ten (10) Business Days’ notice to the Issuer, Special Servicer, the Servicer, the Note Administrator, the Controlling Holder, any Companion Participation Holder and the Trustee; provided that (a) such removal is subject to Section 5.03 and Section 6.02 hereof, (b) all applicable costs and expenses of any such termination without cause shall be paid by the Majority Class G Noteholder, (c) all applicable accrued and unpaid Special Servicing Fees or Additional Servicing Compensation and Servicing Expenses owed to the Special Servicer are paid in full, (d) the terminated Special Servicer shall retain the right to receive any applicable Liquidation Fees or Workout Fees earned by it and payable to it in accordance with the terms hereof and (e) satisfaction of the Rating Agency Condition with respect to the appointment of any successor thereto; provided, however, that, if a Mortgage Loan was being administered by the Special Servicer at the time of termination, the terminated Special Servicer and the successor Special Servicer shall agree to apportion the applicable Liquidation Fee, if any, between themselves in a manner that reflects their relative contributions in earning the fee.
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Related to Termination of the Special Servicer

  • Termination of the Certificate Administrator Notwithstanding anything to the contrary contained in this Agreement, the Depositor may terminate the Certificate Administrator upon five (5) Business Days’ notice if the Certificate Administrator fails to comply with any of its obligations under this Article X; provided that (a) such termination shall not be effective until a successor Certificate Administrator shall have accepted the appointment, (b) the Certificate Administrator may not be terminated if (i) it cannot perform its obligations due to its failure to properly prepare or file on a timely basis, on behalf of the Trust, any Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25 where such failure results from the Certificate Administrator’s inability or failure to receive, within the exact time frames set forth in this Agreement any information, approval, direction or signature from any other party hereto needed to prepare, arrange for execution or file any such Form 8-K, Form 10-K, Form 10-D or Form ABS-EE or any amendments to such forms or any Form 12b-25 not resulting from its own negligence, bad faith or willful misconduct, or (ii) following the Certificate Administrator’s failure to comply with any of such obligations under this Article X on or prior to the dates by which such obligations are to be performed pursuant to, and as set forth in, such Sections, the Certificate Administrator subsequently complies with such obligations before the Depositor gives written notice to it that it is terminated in accordance with this Section 10.15, and (c) if the Certificate Administrator’s failure to comply does not cause it to fail in its obligations to timely file, on behalf of the Trust, the related Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, as the case may be, by the related deadline for filing such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K, then the Depositor shall cease to have the right to terminate the Certificate Administrator under this Section 10.15 on the date on which such Form 8-K, Form 10-D, Form ABS-EE or Form 10-K is so filed.