Termination of the Special Servicer by the Collateral Manager Clause Samples
The 'Termination of the Special Servicer by the Collateral Manager' clause grants the Collateral Manager the authority to remove or replace the Special Servicer under specified circumstances. Typically, this clause outlines the conditions or events—such as breach of duty, failure to perform, or insolvency—that would justify such termination, and may detail the process for appointing a successor. Its core practical function is to ensure that the interests of the collateral pool are protected by allowing the Collateral Manager to act swiftly if the Special Servicer is not fulfilling its obligations, thereby maintaining effective asset management and risk mitigation.
Termination of the Special Servicer by the Collateral Manager. The Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) shall be entitled to terminate the rights and obligations of the Special Servicer under this Agreement with respect to such Serviced Loan, with or without cause, upon ten (10) Business Days’ notice to the Issuer, Special Servicer, the Servicer, the Note Administrator 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 made by the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation) without cause shall be paid by the Collateral Manager (or, with respect to a Non-Controlled Collateral Interest, the holder of the related controlling Companion Participation), (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 Commercial Real Estate 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.