MORTGAGE LOAN 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 shall
terminate, (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 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
ARE THE SAME PERSON, ALL NOTICES, CERTIFICATES, INFORMATION AND CONSENTS
REQUIRED TO BE GIVEN BY THE PROPERTY MANAGER TO THE SPECIAL SERVICER OR VICE
VERSA SHALL BE DEEMED TO BE GIVEN WITHOUT THE NECESSITY OF ANY ACTION ON SUCH
PERSON'S PART.
Section 3.21.
Sub-Management Agreements.
(A)
THE PROPERTY MANAGER AND THE SPECIAL
SERVICER MAY ENTER INTO SUB-MANAGEMENT AGREEMENTS TO PROVIDE FOR THE PERFORMANCE
BY THIRD PARTIES OF ANY OR ALL OF THEIR
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RESPECTIVE OBLIGATIONS HEREUNDER; PROVIDED, THAT, IN EACH CASE, THE
SUB-MANAGEMENT AGREEMENT: (I) IS CONSISTENT WITH THIS AGREEMENT IN ALL MATERIAL
RESPECTS AND REQUIRES THE SUB-MANAGER TO COMPLY WITH ALL OF THE APPLICABLE
CONDITIONS OF THIS AGREEMENT; (II) PROVIDES THAT IF THE PROPERTY MANAGER OR THE
SPECIAL SERVICER, AS THE CASE MAY BE, SHALL FOR ANY REASON NO LONGER ACT IN SUCH
CAPACITY HEREUNDER (INCLUDING BY REASON OF A SERVICER REPLACEMENT EVENT), THE
BACK-UP MANAGER, OR ANY SUCCESSOR PROPERTY MANAGER OR SUCCESSOR SPECIAL SERVICER
MAY THEREUPON ASSUME ALL OF THE RIGHTS AND, EXCEPT TO THE EXTENT THEY AROSE
PRIOR TO THE DATE OF ASSUMPTION, OBLIGATIONS OF THE PROPERTY MANAGER OR THE
SPECIAL SERVICER, AS THE CASE MAY BE, UNDER SUCH AGREEMENT OR, ALTERNATIVELY,
MAY TERMINATE SUCH SUB-MANAGEMENT AGREEMENT WITHOUT CAUSE AND WITHOUT PAYMENT OF
ANY PENALTY OR TERMINATION FEE; (III) PROVIDES THAT THE ISSUERS, THE BACK-UP
MANAGER, THE INDENTURE TRUSTEE,