LIABLE TO THE ISSUERS, THE NOTEHOLDERS, THE INDENTURE TRUSTEE AND EACH OTHER
FOR THE PERFORMANCE OF THEIR RESPECTIVE OBLIGATIONS AND DUTIES UNDER THIS
AGREEMENT IN ACCORDANCE WITH THE PROVISIONS HEREOF TO THE SAME EXTENT AND UNDER
THE SAME TERMS AND CONDITIONS AS IF EACH ALONE WERE SERVICING AND ADMINISTERING
THE MORTGAGE LOANS, THE MORTGAGED PROPERTIES AND LEASES FOR WHICH IT IS
RESPONSIBLE.
70
(F)
THE PROPERTY MANAGER OR SPECIAL SERVICER,
AS APPLICABLE, WILL BE SOLELY LIABLE FOR ALL FEES OWED BY IT TO ANY SUB-MANAGER,
IRRESPECTIVE OF WHETHER ITS COMPENSATION PURSUANT TO THIS AGREEMENT IS
SUFFICIENT TO PAY SUCH FEES.
ARTICLE IV
REPORTS
Section 4.01.
Reports to the Issuers, the
Indenture Trustee and the Insurers.
(A)
NOT LATER THAN 2:00 P.M. (NEW YORK CITY
TIME), THREE (3) BUSINESS DAYS PRIOR TO EACH PAYMENT DATE, THE PROPERTY MANAGER
SHALL DELIVER TO EACH OF THE ISSUERS, THE INSURERS AND THE INDENTURE TRUSTEE A
REPORT CONTAINING THE INFORMATION SPECIFIED ON EXHIBIT F HERETO, AND SUCH OTHER
INFORMATION WITH RESPECT TO THE MORTGAGE LOANS, THE LEASES AND MORTGAGED
PROPERTIES AS THE INDENTURE TRUSTEE OR THE INSURERS MAY REASONABLY REQUEST (SUCH
REPORT, THE "DETERMINATION DATE REPORT"), REFLECTING INFORMATION AS OF THE CLOSE
OF BUSINESS ON THE LAST DAY OF THE RELATED COLLECTION PERIOD, IN A MUTUALLY
AGREEABLE ELECTRONIC FORMAT. THE DETERMINATION DATE REPORT AND ANY WRITTEN
INFORMATION SUPPLEMENTAL THERETO SHALL INCLUDE SUCH INFORMATION WITH RESPECT TO
THE MORTGAGE LOANS, THE LEASES AND MORTGAGED PROPERTIES AS IS REQUIRED BY THE
INDENTURE TRUSTEE FOR PURPOSES OF MAKING THE PAYMENTS REQUIRED BY
SECTION 2.11(B) OF THE INDENTURE AND THE CALCULATIONS AND REPORTS REFERRED TO IN
SECTION 6.01 OF THE INDENTURE AND OTHERWISE THEREIN, IN EACH CASE AS SET FORTH
IN WRITTEN SPECIFICATIONS OR GUIDELINES ISSUED BY ANY OF THE ISSUERS OR THE
INDENTURE TRUSTEE, AS THE CASE MAY BE, FROM TIME TO TIME. THE PROPERTY MANAGER
SHALL ALSO PROVIDE TO THE INDENTURE TRUSTEE THE WIRE INSTRUCTIONS FOR THE
RELEVANT PARTIES TO WHICH PAYMENTS UNDER SECTION 2.11(B) OF THE INDENTURE WILL
BE MADE. THE DETERMINATION DATE REPORT SHALL ALSO CONTAIN A CERTIFICATION BY THE
PROPERTY MANAGER THAT THE ISSUERS HAVE NOT INCURRED ANY INDEBTEDNESS EXCEPT
INDEBTEDNESS PERMITTED BY THE TRANSACTION DOCUMENTS. SUCH INFORMATION SHALL BE
DELIVERED BY THE PROPERTY MANAGER TO EACH OF THE ISSUERS, THE INDENTURE TRUSTEE
AND THE INSURERS IN AGREED-UPON FORMAT AND SUCH ELECTRONIC OR OTHER FORM AS
MAY BE REASONABLY ACCEPTABLE TO THE ISSUERS, THE INDENTURE TRUSTEE AND THE
INSURERS. THE SPECIAL SERVICER SHALL FROM TIME TO TIME (AND, IN ANY EVENT, AS
MAY BE REASONABLY REQUIRED BY THE PROPERTY MANAGER) PROVIDE THE PROPERTY MANAGER
WITH SUCH INFORMATION REGARDING THE SPECIALLY SERVICED ASSETS AS MAY BE
NECESSARY FOR THE PROPERTY MANAGER TO PREPARE EACH DETERMINATION DATE REPORT AND
ANY SUPPLEMENTAL INFORMATION TO BE PROVIDED BY THE PROPERTY MANAGER TO THE
ISSUERS, THE INSURERS OR THE INDENTURE TRUSTEE.
(B)
BY 1:00 P.M. (NEW YORK CITY TIME), TWO
(2) BUSINESS DAYS AFTER THE LAST DAY OF EACH COLLECTION PERIOD, THE SPECIAL
SERVICER SHALL DELIVER TO THE