DUE THEREON, OR THAT SUCH MODIFICATION, WAIVER,
AMENDMENT OR OTHER ACTION IS REASONABLY LIKELY TO PRODUCE A GREATER RECOVERY TO
THE APPLICABLE ISSUER ON A PRESENT VALUE BASIS THAN WOULD AN ALTERNATIVE COURSE
OF ACTION, SHOULD PROVE TO BE WRONG OR INCORRECT, SO LONG AS THE ANALYSIS AND
DETERMINATION WERE MADE ON A REASONABLE BASIS IN ACCORDANCE WITH THE SERVICING
STANDARD IN GOOD FAITH BY THE PROPERTY MANAGER OR THE SPECIAL SERVICER, AS THE
CASE MAY BE;
(C)
THE PROPERTY MANAGER AND THE SPECIAL
SERVICER EACH MAY, AS A CONDITION TO ITS GRANTING ANY REQUEST BY AN OBLIGOR FOR
CONSENT, MODIFICATION, WAIVER OR INDULGENCE OR ANY OTHER MATTER OR THING, THE
GRANTING OF WHICH IS WITHIN THE PROPERTY MANAGER'S OR SPECIAL SERVICER'S, AS THE
CASE MAY BE, DISCRETION PURSUANT TO THE TERMS OF THE INSTRUMENTS EVIDENCING OR
SECURING THE RELATED LEASE OR MORTGAGE LOAN AND IS PERMITTED BY THE TERMS OF
THIS AGREEMENT, REQUIRE THAT SUCH OBLIGOR PAY TO IT, AS ADDITIONAL SERVICING
COMPENSATION, A REASONABLE OR CUSTOMARY FEE FOR THE ADDITIONAL SERVICES
PERFORMED IN CONNECTION WITH SUCH REQUEST, TOGETHER WITH ANY RELATED COSTS AND
EXPENSES INCURRED BY IT; AND
(D)
ALL MODIFICATIONS, WAIVERS, AMENDMENTS AND
OTHER ACTIONS ENTERED INTO OR TAKEN IN RESPECT OF A LEASE OR MORTGAGE LOAN
PURSUANT TO THIS SECTION 3.19 SHALL BE IN WRITING. EACH OF THE PROPERTY MANAGER
AND THE SPECIAL SERVICER SHALL NOTIFY THE OTHER SUCH PARTY AND THE ISSUERS, THE
INSURERS AND THE INDENTURE TRUSTEE, IN WRITING, OF ANY MODIFICATION, WAIVER,
AMENDMENT OR OTHER ACTION ENTERED INTO OR TAKEN IN RESPECT OF ANY LEASE OR
MORTGAGE LOAN PURSUANT TO THIS SECTION 3.19 AND THE DATE THEREOF, AND SHALL
DELIVER TO THE CUSTODIAN FOR DEPOSIT IN THE RELATED LEASE FILE OR LOAN FILE AN
ORIGINAL COUNTERPART OF THE AGREEMENTS RELATING TO SUCH MODIFICATION, WAIVER,
AMENDMENT OR OTHER ACTION, PROMPTLY (AND IN ANY EVENT WITHIN TEN (10) BUSINESS
DAYS) FOLLOWING THE EXECUTION THEREOF. IN ADDITION, FOLLOWING ANY MODIFICATION,
WAIVER, AMENDMENT OR OTHER ACTION AGREED TO BY THE PROPERTY MANAGER OR THE
SPECIAL SERVICER
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PURSUANT TO SECTION 3.19(A) ABOVE, THE PROPERTY MANAGER OR THE SPECIAL SERVICER,
AS THE CASE MAY BE, SHALL DELIVER TO THE ISSUERS, TO THE INSURERS, TO THE
INDENTURE TRUSTEE AND, IN THE CASE OF THE SPECIAL SERVICER, TO THE PROPERTY
MANAGER, AN OFFICER'S CERTIFICATE SETTING FORTH IN REASONABLE DETAIL THE BASIS
OF THE DETERMINATIONS MADE BY IT PURSUANT TO SECTION 3.19(A).
Section 3.20.
Transfer of Servicing Between
Property Manager and Special Servicer; Record Keeping.
(A)
UPON DETERMINING THAT A SERVICING TRANSFER
EVENT HAS OCCURRED WITH RESPECT TO ANY LEASE OR MORTGAGE LOAN AND IF THE
PROPERTY MANAGER IS NOT ALSO THE SPECIAL SERVICER, THE PROPERTY MANAGER SHALL
IMMEDIATELY GIVE NOTICE THEREOF AND SHALL DELIVER THE RELATED SERVICING FILE TO
THE SPECIAL SERVICER, AND SHALL USE ITS BEST EFFORTS TO PROVIDE THE SPECIAL
SERVICER WITH ALL INFORMATION, DOCUMENTS (OR COPIES THEREOF) AND RECORDS
(INCLUDING RECORDS STORED ELECTRONICALLY ON COMPUTER TAPES, MAGNETIC DISCS AND
THE LIKE) RELATING TO SUCH LEASE OR