Fee Rate to such related payment or proceeds.
(h)
As compensation for its activities hereunder, the Back-Up Manager
shall be entitled to receive the Back-Up Fee with respect to each Mortgaged
Property and Mortgage Loan included in the Collateral Pool.
As to each such
Mortgaged Property and Mortgage Loan
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included in the Collateral Pool, the Back-Up Fee shall accrue at the related
Back-Up Fee Rate on the basis of the Collateral Value of each such Mortgaged
Property and Mortgage Loan.
The right to receive the Back-Up Fee may not be
transferred in whole or in part except in connection with the transfer of all of
the Back-Up Manager's responsibilities and obligations under this Agreement.
Earned but unpaid Back-Up Fees shall be payable monthly pursuant to Section
3.05(a) hereof and Section 2.11 of the Indenture.
Section 3.12.
Property Inspections; Collection of Financial Statements;
Delivery of Certain Reports.
(A)
IF A LEASE OR MORTGAGE LOAN BECOMES A SPECIALLY SERVICED ASSET, THE
SPECIAL SERVICER SHALL PERFORM A PHYSICAL INSPECTION OF THE RELATED MORTGAGED
PROPERTY AS SOON AS PRACTICABLE THEREAFTER AND, IF SUCH LEASE OR MORTGAGE LOAN
REMAINS A SPECIALLY SERVICED ASSET FOR MORE THAN TWO YEARS, AT LEAST ANNUALLY
THEREAFTER.
THE SPECIAL SERVICER SHALL PREPARE A WRITTEN REPORT OF EACH SUCH
INSPECTION PERFORMED BY IT THAT SETS FORTH IN DETAIL THE CONDITION OF THE
MORTGAGED PROPERTY AND THAT SPECIFIES THE EXISTENCE OF (I) ANY SALE OR TRANSFER
OF SUCH MORTGAGED PROPERTY, OR (II) ANY CHANGE IN THE CONDITION OR VALUE OF THE
MORTGAGED PROPERTY THAT IT, IN ITS GOOD FAITH AND REASONABLE JUDGMENT, CONSIDERS
MATERIAL.
THE SPECIAL SERVICER SHALL DELIVER TO THE ISSUER, THE INDENTURE
TRUSTEE, THE PROPERTY MANAGER, THE INSURER AND THE RATING AGENCIES A COPY OF
EACH SUCH WRITTEN REPORT PREPARED BY IT DURING EACH CALENDAR QUARTER WITHIN 15
DAYS OF THE END OF SUCH QUARTER.
THE SPECIAL SERVICER SHALL RECEIVE
REIMBURSEMENT FOR REASONABLE OUT-OF-POCKET EXPENSES RELATED TO ANY SUCH
INSPECTION FROM THE ISSUER PURSUANT TO SECTION 2.11(B) OF THE INDENTURE.
(B)
THE SPECIAL SERVICER, IN THE CASE OF ANY SPECIALLY SERVICED ASSET,
AND THE PROPERTY MANAGER, IN THE CASE OF ALL OTHER LEASES AND MORTGAGE LOANS,
SHALL MAKE REASONABLE EFFORTS TO COLLECT PROMPTLY FROM EACH RELATED OBLIGOR, AS
APPLICABLE AND REVIEW ANNUAL OPERATING STATEMENTS OF THE RELATED MORTGAGED
PROPERTIES, AND FINANCIAL STATEMENTS OF SUCH OBLIGOR.
(C)
NOT LATER THAN DECEMBER 15 OF EACH YEAR, COMMENCING DECEMBER 15,
2005, THE PROPERTY MANAGER SHALL DELIVER TO THE ISSUER, THE INDENTURE TRUSTEE,
THE INSURERS AND THE SPECIAL SERVICER (I) FROM INFORMATION, IF ANY, THAT THE
PROPERTY MANAGER HAS MOST RECENTLY RECEIVED PURSUANT TO SECTION 3.12(B), A
REPORT SETTING FORTH THE AGGREGATE FIXED CHARGE COVERAGE RATIOS OF ALL OBLIGORS
FROM WHOM IT HAS RECEIVED FINANCIAL INFORMATION SUFFICIENT TO PERMIT IT TO
CALCULATE SUCH FIXED CHARGE COVERAGE RATIO (EITHER AT THE "UNIT" LEVEL OR
CORPORATE LEVEL, AS APPLICABLE) AND, IN EACH CASE, IDENTIFYING THE PERIOD
COVERED BY THE RELATED FINANCIAL STATEMENTS IN ITS POSSESSION, AND (II) A
SCHEDULE, IN THE FORM OF THE