THE
INSURERS, THE BACK-UP MANAGER AND THE INDENTURE TRUSTEE AND SHALL TAKE SUCH
ACTIONS WITH RESPECT TO THE ENFORCEMENT OF SUCH OBLIGATIONS, INCLUDING THE
INSTITUTION AND PROSECUTION OF APPROPRIATE PROCEEDINGS, AS THE PROPERTY MANAGER
SHALL DETERMINE, IN ITS GOOD FAITH AND REASONABLE JUDGMENT, ARE IN THE BEST
INTERESTS OF THE APPLICABLE ISSUER, THE NOTEHOLDERS AND THE INSURERS. IN THE
EVENT THE PROPERTY MANAGER FAILS TO TAKE SUCH ACTIONS, THE BACK-UP MANAGER SHALL
DO SO IF IT HAS NOTICE OF SUCH DEFAULT BY THE PROPERTY MANAGER. ANY AND ALL
EXPENSES INCURRED BY THE PROPERTY MANAGER OR THE BACK-UP MANAGER WITH RESPECT TO
THE FOREGOING SHALL CONSTITUTE PROPERTY PROTECTION ADVANCES IN RESPECT OF THE
AFFECTED MORTGAGED PROPERTY.
Section 2.05.
Non-Petition
Agreement.
The Issuers will cause each party to any purchase and sale agreement or loan
purchase agreement between any such Issuer and seller of Mortgage Loans or
Mortgaged Properties pursuant thereto to covenant and agree that such party
shall not institute against, or join any other Person in instituting against,
any Issuer, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceeding, or any other proceeding under any federal or state
bankruptcy or similar law.
39
ARTICLE III
ADMINISTRATION AND SERVICING OF MORTGAGED PROPERTIES AND LEASES
Section 3.01.
Administration of the
Mortgaged Properties, Leases and Mortgage Loans.
(A)
EACH OF THE PROPERTY MANAGER AND THE SPECIAL
SERVICER SHALL SERVICE AND ADMINISTER THE MORTGAGED PROPERTIES, LEASES AND
MORTGAGE LOANS THAT IT IS OBLIGATED TO SERVICE AND ADMINISTER PURSUANT TO THIS
AGREEMENT ON BEHALF OF THE APPLICABLE ISSUERS, AND IN THE BEST INTERESTS AND FOR
THE BENEFIT OF THE HOLDERS OF THE NOTES AND THE LLC INTERESTS AND THE INSURERS
(AS A COLLECTIVE WHOLE) IN ACCORDANCE WITH ANY AND ALL APPLICABLE LAWS AND THE
TERMS OF THIS AGREEMENT, THE PROPERTY INSURANCE POLICIES AND THE RESPECTIVE
LEASES AND MORTGAGE LOANS AND, TO THE EXTENT CONSISTENT WITH THE FOREGOING, IN
ACCORDANCE WITH THE SERVICING STANDARD. WITHOUT LIMITING THE FOREGOING, AND
SUBJECT TO SECTION 3.20, (I) THE PROPERTY MANAGER SHALL SERVICE AND ADMINISTER
EACH LEASE (AND EACH RELATED MORTGAGED PROPERTY) AND EACH MORTGAGE LOAN AS TO
WHICH NO SERVICING TRANSFER EVENT HAS OCCURRED AND EACH CORRECTED LEASE AND
CORRECTED MORTGAGE LOAN, AND (II) THE SPECIAL SERVICER SHALL SERVICE AND
ADMINISTER EACH LEASE (AND EACH RELATED MORTGAGED PROPERTY) AND EACH MORTGAGE
LOAN AS TO WHICH A SERVICING TRANSFER EVENT HAS OCCURRED AND THAT IS NOT A
CORRECTED LEASE OR CORRECTED MORTGAGE LOAN, AS APPLICABLE; PROVIDED, HOWEVER,
THAT THE PROPERTY MANAGER SHALL CONTINUE TO COLLECT INFORMATION AND PREPARE AND
DELIVER ALL REPORTS TO THE INDENTURE TRUSTEE AND THE ISSUERS REQUIRED HEREUNDER
WITH RESPECT TO ANY SPECIALLY SERVICED LEASES (AND THE RELATED MORTGAGED
PROPERTIES) AND SPECIALLY SERVICED MORTGAGE LOANS, AND FURTHER TO RENDER SUCH
INCIDENTAL SERVICES WITH RESPECT TO ANY SPECIALLY SERVICED ASSETS AS ARE
SPECIFICALLY PROVIDED FOR HEREIN. NO DIRECTION, CONSENT OR APPROVAL OR LACK OF
DIRECTION, CONSENT OR APPROVAL OF ANY INSURER, ANY CONTROLLING PARTY OR THE
REQUISITE GLOBAL MAJORITY MAY (AND THE SPECIAL SERVICER OR THE PROPERTY MANAGER