REPORT PREPARED OR OBTAINED BY THE PROPERTY MANAGER OR THE SPECIAL
SERVICER IN RESPECT OF EACH MORTGAGED PROPERTY PURSUANT TO SECTION 3.12(A); (II)
THE MOST RECENT AVAILABLE OPERATING STATEMENT AND FINANCIAL STATEMENTS OF THE
RELATED OBLIGOR COLLECTED BY THE PROPERTY MANAGER OR THE SPECIAL SERVICER
PURSUANT TO SECTION 3.12(B), TOGETHER WITH THE ACCOMPANYING WRITTEN REPORTS TO
BE PREPARED BY THE PROPERTY MANAGER OR THE SPECIAL SERVICER, AS THE CASE MAY BE,
PURSUANT TO SECTION 3.12(C); AND (III) ANY AND ALL NOTICES AND REPORTS WITH
RESPECT TO ANY MORTGAGED PROPERTY AS TO WHICH ENVIRONMENTAL TESTING IS
CONTEMPLATED BY SECTION 10.08 OF THE INDENTURE.
(D)
THE RELATIONSHIP OF EACH OF THE PROPERTY MANAGER AND THE SPECIAL
SERVICER TO THE ISSUER AND THE INDENTURE TRUSTEE UNDER THIS AGREEMENT IS
INTENDED BY THE PARTIES TO BE AND SHALL BE THAT OF AN INDEPENDENT CONTRACTOR AND
NOT THAT OF A JOINT VENTURER, PARTNER OR AGENT.
Section 3.02.
Collection of Lease Payments and Loan Payments; Lockbox
Accounts; Lockbox Transfer Accounts.
(A)
EACH OF THE PROPERTY MANAGER AND THE SPECIAL SERVICER SHALL
UNDERTAKE REASONABLE EFFORTS TO COLLECT ALL PAYMENTS CALLED FOR UNDER THE TERMS
AND PROVISIONS OF THE LEASES AND THE MORTGAGE LOANS IT IS OBLIGATED TO SERVICE
HEREUNDER AND SHALL, TO THE EXTENT SUCH PROCEDURES SHALL BE CONSISTENT WITH THIS
AGREEMENT, FOLLOW SUCH COLLECTION PROCEDURES AS IT WOULD FOLLOW WERE IT THE
OWNER OF SUCH LEASES AND MORTGAGE LOANS.
CONSISTENT WITH THE FOREGOING, THE
SPECIAL SERVICER OR THE PROPERTY MANAGER, AS THE CASE MAY BE, MAY WAIVE ANY NET
DEFAULT INTEREST OR LATE PAYMENT CHARGE IT IS ENTITLED TO IN CONNECTION WITH ANY
DELINQUENT PAYMENT ON A LEASE OR MORTGAGE LOAN IT IS OBLIGATED TO SERVICE
HEREUNDER.
(B)
THE PROPERTY MANAGER SHALL ESTABLISH AND MAINTAIN ONE OR MORE
SEGREGATED ACCOUNTS (EACH, A "LOCKBOX ACCOUNT") WITH ONE OR MORE BANKS (EACH, A
"LOCKBOX ACCOUNT BANK").
THE OBLIGORS SHALL BE INSTRUCTED TO MAKE ALL PAYMENTS
INTO A LOCKBOX ACCOUNT.
EACH LOCKBOX ACCOUNT SHALL BE AN ELIGIBLE ACCOUNT AND
MAY BE AN ACCOUNT TO WHICH PAYMENTS RELATING TO OTHER ASSETS SERVICED OR MANAGED
BY THE PROPERTY MANAGER ARE PAID; PROVIDED, THAT SUCH ACCOUNT SHALL BE IN THE
NATURE OF A CLEARING ACCOUNT AND THE PROPERTY MANAGER SHALL NOT HAVE ACCESS TO
SUCH ACCOUNT.
EACH OF THE PROPERTY MANAGER AND THE SPECIAL SERVICER SHALL, ON
OR PRIOR TO EACH SERIES CLOSING DATE (OR, IF APPLICABLE, SUCH OTHER DATE OF
ACQUISITION), AS TO THOSE LEASES AND MORTGAGE LOANS IT IS OBLIGATED TO SERVICE
HEREUNDER, INSTRUCT THE RELATED OBLIGOR TO MAKE ALL MONTHLY LEASE PAYMENTS AND
MONTHLY LOAN PAYMENTS TO A LOCKBOX ACCOUNT.
THE PROPERTY MANAGER SHALL CAUSE
ALL AMOUNTS DEPOSITED INTO THE LOCKBOX ACCOUNT WITH RESPECT TO THE COLLATERAL TO
BE TRANSFERRED TO THE COLLECTION ACCOUNT OR THE LOCKBOX TRANSFER ACCOUNT WITHIN
ONE BUSINESS DAY AFTER SUCH FUNDS HAVE BEEN IDENTIFIED, CLEARED AND BECOME
AVAILABLE IN ACCORDANCE WITH THE POLICES OF THE LOCKBOX ACCOUNT BANK.
(C)
THE PROPERTY MANAGER MAY ESTABLISH AND MAINTAIN ONE OR MORE
SEGREGATED ACCOUNTS IN THE NAME