for approval or consent is given to the Series 2005-1 Controlling Party
or to the Series 2005-1 Insurer, such approval or consent shall be deemed to
have been denied by the Series 2005-1 Controlling Party or the Series 2005-1
Insurer, as applicable. Notwithstanding the foregoing, the Special Servicer
may take action prior to the lapse of either such 30-day period or at any other
time without the consent of the Series 2005-1 Controlling Party or the
Series 2005-1 Insurer if it determines, in accordance with the Servicing
Standard, that such action is required by the Servicing Standard in order to
avoid a material adverse effect on the Noteholders and is in the nature of an
emergency.
Section 3.10.
Issuers, Custodian and
Indenture Trustee to Cooperate; Release of Lease Files and Loan Files.
(A)
IF FROM TIME TO TIME, AND AS APPROPRIATE
FOR SERVICING OF ANY MORTGAGE LOAN, LEASE, ASSUMPTION OF A LEASE, MODIFICATION
OF A LEASE OR THE RE-LEASE OR SALE OF ANY MORTGAGED PROPERTY, THE PROPERTY
MANAGER OR THE SPECIAL SERVICER SHALL OTHERWISE REQUIRE THE USE OF ANY LEASE
FILE OR LOAN FILE, AS APPLICABLE (OR ANY PORTION THEREOF), THE CUSTODIAN, UPON
REQUEST OF THE PROPERTY MANAGER AND RECEIPT FROM THE PROPERTY MANAGER OF A
REQUEST FOR RELEASE IN THE FORM OF EXHIBIT B ATTACHED HERETO SIGNED BY A
SERVICING OFFICER THEREOF, OR UPON REQUEST OF THE SPECIAL SERVICER AND RECEIPT
FROM THE SPECIAL SERVICER OF A REQUEST FOR RELEASE IN THE FORM OF EXHIBIT C
ATTACHED HERETO, SHALL RELEASE SUCH LEASE FILE OR LOAN FILE, AS APPLICABLE (OR
PORTION THEREOF), TO THE PROPERTY MANAGER OR THE SPECIAL SERVICER, AS THE CASE
MAY BE. UPON RETURN OF SUCH LEASE FILE OR LOAN FILE, AS APPLICABLE (OR PORTION
THEREOF), TO THE CUSTODIAN, OR UPON THE SPECIAL SERVICER'S DELIVERY TO THE
INDENTURE TRUSTEE OF AN OFFICER'S CERTIFICATE STATING THAT (I) SUCH LEASE OR
MORTGAGE LOAN HAS BEEN LIQUIDATED AND ALL AMOUNTS RECEIVED OR TO BE RECEIVED IN
CONNECTION WITH SUCH LEASE OR MORTGAGE LOAN ARE REQUIRED TO BE DEPOSITED INTO
THE COLLECTION ACCOUNT PURSUANT TO SECTION 3.04(A) HAVE BEEN OR WILL BE SO
DEPOSITED OR (II) SUCH MORTGAGED PROPERTY HAS BEEN SOLD, A COPY OF THE REQUEST
FOR RELEASE SHALL BE RELEASED BY THE INDENTURE TRUSTEE TO THE PROPERTY MANAGER
OR THE SPECIAL SERVICER, AS APPLICABLE.
(B)
WITHIN SEVEN (7) BUSINESS DAYS OF THE
SPECIAL SERVICER'S REQUEST THEREFOR (OR, IF THE SPECIAL SERVICER NOTIFIES THE
ISSUERS, THE INSURERS AND THE INDENTURE TRUSTEE OF AN EXIGENCY, WITHIN SUCH
SHORTER PERIOD AS IS REASONABLE UNDER THE CIRCUMSTANCES), EACH OF THE APPLICABLE
ISSUER AND THE INDENTURE TRUSTEE SHALL EXECUTE AND DELIVER TO THE SPECIAL
SERVICER, IN THE FORM SUPPLIED TO THE APPLICABLE ISSUER AND THE INDENTURE
TRUSTEE BY THE SPECIAL SERVICER, ANY COURT PLEADINGS, LEASES, SALE DOCUMENTS OR
OTHER DOCUMENTS REASONABLY NECESSARY TO THE RE-LEASE, FORECLOSURE OR SALE IN
RESPECT OF ANY MORTGAGE LOAN OR MORTGAGED PROPERTY OR TO ANY LEGAL ACTION
BROUGHT TO OBTAIN JUDGMENT AGAINST ANY OBLIGOR ON THE RELATED LEASE OR