PERMIT THE BACK-UP
MANAGER TO ASSUME THE DUTIES OF THE SPECIAL SERVICER HEREUNDER WITHOUT DELAY ON
ACCOUNT OF THE ABSENCE OF RELEVANT SERVICING INFORMATION.
(B)
FOLLOWING THE SUCCESSOR REPLACEMENT DATE,
THE BACK-UP MANAGER SHALL USE REASONABLE EFFORTS TO DILIGENTLY COMPLETE THE
PHYSICAL TRANSFER OF SERVICING FROM THE TERMINATED PROPERTY MANAGER OR SPECIAL
SERVICER WITH THE COOPERATION OF SUCH DEFAULTING PARTY. FROM AND AFTER THE DATE
PHYSICAL TRANSFER OF SERVICING IS COMPLETED (THE "BACK-UP SERVICING TRANSFER
DATE"), THE BACK-UP MANAGER SHALL SERVICE AND/OR SPECIALLY SERVICE THE MORTGAGE
LOANS AND LEASES IN ACCORDANCE WITH THE PROVISIONS OF THIS AGREEMENT WITH ALL
THE RIGHTS AND OBLIGATIONS OF THE PROPERTY MANAGER AND THE SPECIAL SERVICER AND
SHALL HAVE NO LIABILITY OR RESPONSIBILITY WITH RESPECT TO ANY OBLIGATIONS OF
EACH DEFAULTING PARTY, ARISING PRIOR TO THE TRANSFER DATE. THE ISSUERS, IF THEY
DETERMINE IN THEIR REASONABLE DISCRETION THAT ENFORCEMENT RIGHTS AND/OR REMEDIES
ARE AVAILABLE TO THE HOLDERS OF THE NOTES AGAINST THE TERMINATED PROPERTY
MANAGER OR SPECIAL SERVICER AND IT IS PRUDENT UNDER THE CIRCUMSTANCES TO ENFORCE
SUCH RIGHTS, AGREE TO ENFORCE THEIR RIGHTS UNDER THIS AGREEMENT AGAINST THE
TERMINATED PROPERTY MANAGER OR SPECIAL SERVICER, INCLUDING ANY RIGHTS THEY HAVE
TO ENFORCE EACH DEFAULTING PARTY'S OBLIGATION TO FULLY COOPERATE IN THE ORDERLY
TRANSFER AND TRANSITION OF SERVICING AND OTHERWISE COMPLY WITH THE TERMS OF THIS
AGREEMENT. IN THE EVENT THAT THE BACK-UP MANAGER DISCOVERS OR BECOMES AWARE OF
ANY ERRORS IN ANY RECORDS OR DATA OF EACH DEFAULTING PARTY'S WHICH IMPAIRS ITS
ABILITY TO PERFORM ITS DUTIES HEREUNDER, THE BACK-UP MANAGER SHALL NOTIFY THE
ISSUERS, EACH INSURER AND THE INDENTURE TRUSTEE IN WRITING OF SUCH ERRORS AND
SHALL, AT EACH DEFAULTING PARTY'S EXPENSE AND UPON THE ISSUERS' DIRECTION,
UNDERTAKE TO CORRECT OR RECONSTRUCT SUCH RECORDS OR DATA.
(C)
FROM AND AFTER THE DATE OF THIS AGREEMENT
UNTIL THE BACK-UP SERVICING TRANSFER DATE, THE PROPERTY MANAGER SHALL PROVIDE OR
CAUSE TO BE PROVIDED TO THE BACK-UP MANAGER ON THE 20TH DAY OF EACH MONTH, IN
ELECTRONIC FORM, A COMPLETE DATA TAPE OF THE MORTGAGE LOAN SCHEDULE, THE
MORTGAGED PROPERTY SCHEDULE AND SUCH OTHER INFORMATION AS ANY ISSUER OR ANY
INSURER MAY REASONABLY DEEM NECESSARY, INCLUDING ALL INFORMATION NECESSARY TO
DETERMINE THE RELEASE PRICE AND ORIGINAL PURCHASE PRICE PAID BY, ORIGINATOR, AND
SHALL MAKE AVAILABLE TO THE BACK-UP MANAGER A COPY OF THE DETERMINATION DATE
REPORT AND ANY SPECIAL SERVICER REPORT. THE BACK-UP MANAGER WILL PERFORM AN
INITIAL COMPREHENSIVE DATA INTEGRITY REVIEW AND A MONTHLY REVIEW OF THIS
INFORMATION TO DETERMINE WHETHER IT PROVIDES ADEQUATE INFORMATION TO ENABLE THE
BACK-UP MANAGER TO PERFORM ITS OBLIGATIONS HEREUNDER AS THE BACK-UP MANAGER. TO
THE EXTENT THAT THE BACK-UP MANAGER DETERMINES WITHIN TEN (10) CALENDAR DAYS OF
ITS RECEIPT OF SUCH INFORMATION THAT SUCH INFORMATION IS ADEQUATE FOR THE
BACK-UP MANAGER TO PERFORM ITS OBLIGATIONS AS THE BACK-UP MANAGER, THE BACK-UP
MANAGER WILL PROVIDE THE ISSUERS
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AND THE INDENTURE TRUSTEE WITH WRITTEN NOTICE TO THAT EFFECT. TO THE EXTENT THAT
THE BACK-UP MANAGER DETERMINES WITHIN TEN (10) CALENDAR