CUSTODIAN FOR
DEPOSIT IN THE RELATED LEASE FILE OR LOAN FILE AN ORIGINAL COUNTERPART OF THE
AGREEMENTS RELATING TO SUCH MODIFICATION, WAIVER, AMENDMENT OR OTHER ACTION,
PROMPTLY (AND IN ANY EVENT WITHIN TEN (10) BUSINESS DAYS) FOLLOWING THE
EXECUTION THEREOF.
IN ADDITION, FOLLOWING ANY MODIFICATION, WAIVER, AMENDMENT
OR OTHER ACTION AGREED TO BY THE PROPERTY MANAGER OR THE SPECIAL SERVICER
PURSUANT TO SECTION 3.19(A) ABOVE, THE PROPERTY MANAGER OR THE SPECIAL SERVICER,
AS THE CASE MAY BE, SHALL DELIVER TO THE ISSUER, TO THE INSURERS, TO THE
INDENTURE TRUSTEE AND, IN THE CASE OF THE SPECIAL SERVICER, TO THE PROPERTY
MANAGER, AN OFFICER'S CERTIFICATE SETTING FORTH IN REASONABLE DETAIL THE BASIS
OF THE DETERMINATIONS MADE BY IT PURSUANT TO SUCH SECTION 3.19(A) ABOVE.
Section 3.20.
Transfer of Servicing Between Property Manager and
Special Servicer; Record Keeping.
(A)
UPON DETERMINING THAT A SERVICING TRANSFER EVENT HAS OCCURRED WITH
RESPECT TO ANY LEASE OR MORTGAGE LOAN AND IF THE PROPERTY MANAGER IS NOT ALSO
THE SPECIAL SERVICER, THE PROPERTY MANAGER SHALL IMMEDIATELY GIVE NOTICE
THEREOF, AND SHALL DELIVER THE RELATED SERVICING FILE, TO THE SPECIAL SERVICER
AND SHALL USE ITS BEST EFFORTS TO PROVIDE THE SPECIAL SERVICER WITH ALL
INFORMATION, DOCUMENTS (OR COPIES THEREOF) AND RECORDS (INCLUDING RECORDS STORED
ELECTRONICALLY ON COMPUTER TAPES, MAGNETIC DISCS AND THE LIKE) RELATING TO THE
LEASE OR MORTGAGE LOAN AND REASONABLY REQUESTED BY THE SPECIAL SERVICER TO
ENABLE IT TO ASSUME ITS FUNCTIONS HEREUNDER WITH RESPECT THERETO WITHOUT ACTING
THROUGH A SUB-MANAGER.
THE PROPERTY MANAGER SHALL USE ITS BEST EFFORTS TO
COMPLY WITH THE PRECEDING SENTENCE WITHIN FIVE (5) BUSINESS DAYS OF THE
OCCURRENCE OF EACH RELATED SERVICING TRANSFER EVENT.
Upon determining that a Specially Serviced Asset has become a Corrected Lease or
Corrected Mortgage Loan and if the Property Manager is not also the Special
Servicer, the Special Servicer shall immediately give notice thereof, and shall
return the related Servicing File, to the Property Manager and upon giving such
notice, and returning such Servicing File, to the Property Manager, (i) the
Special Servicer's obligation to service such Lease or Mortgage Loan, and (ii)
the Special Servicer's right to receive the Special Servicing Fee with respect
to such Lease or Mortgage Loan, shall terminate, and (iii) the obligations of
the Property Manager to service and administer such Lease or Mortgage Loan shall
resume, in each case, effective as of the first day of the following calendar
month.
(B)
IN SERVICING ANY SPECIALLY SERVICED ASSETS, THE SPECIAL SERVICER
SHALL PROVIDE TO THE CUSTODIAN, FOR THE BENEFIT OF THE INDENTURE TRUSTEE,
ORIGINALS OF DOCUMENTS
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INCLUDED WITHIN THE DEFINITION OF "LEASE FILE" FOR INCLUSION IN THE RELATED
LEASE FILE AND "LOAN FILE" FOR INCLUSION IN THE RELATED LOAN FILE (WITH A COPY
OF EACH SUCH ORIGINAL TO THE PROPERTY MANAGER), AND COPIES OF ANY ADDITIONAL
RELATED LEASE AND MORTGAGE LOAN INFORMATION, INCLUDING CORRESPONDENCE WITH THE
RELATED OBLIGOR.
(C)
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY, IN THE
EVENT THAT THE PROPERTY MANAGER AND THE SPECIAL SERVICER