CONSIDERS SUCH REMOVAL TO BE IN THE BEST INTERESTS OF THE ISSUER.
(D)
IF THE PROPERTY MANAGER OR THE SPECIAL SERVICER CEASES TO SERVE AS
SUCH UNDER THIS AGREEMENT FOR ANY REASON (INCLUDING BY REASON OF A SERVICER
REPLACEMENT EVENT) AND NO SUCCESSOR PROPERTY MANAGER OR SUCCESSOR SPECIAL
SERVICER, AS THE CASE MAY BE, HAS SUCCEEDED TO ITS RIGHTS AND ASSUMED ITS
OBLIGATIONS HEREUNDER, THEN THE BACK-UP MANAGER SHALL SUCCEED TO THE RIGHTS AND
ASSUME THE OBLIGATIONS OF THE PROPERTY MANAGER OR THE SPECIAL SERVICER UNDER ANY
SUB-MANAGEMENT AGREEMENT, UNLESS (WITH THE CONSENT OF EACH INSURER) THE
INDENTURE TRUSTEE ELECTS TO TERMINATE ANY SUCH SUB-MANAGEMENT AGREEMENT IN
ACCORDANCE WITH ITS TERMS.
IN ANY EVENT, IF A SUB-MANAGEMENT AGREEMENT IS TO BE
ASSUMED BY THE BACK-UP
68
MANAGER, THEN THE PROPERTY MANAGER OR THE SPECIAL SERVICER, AS APPLICABLE, AT
ITS EXPENSE SHALL, UPON REQUEST OF THE BACK-UP MANAGER, DELIVER TO THE BACK-UP
MANAGER ALL DOCUMENTS AND RECORDS RELATING TO SUCH SUB-MANAGEMENT AGREEMENT AND
THE MORTGAGED PROPERTIES AND THE MORTGAGE LOANS THEN BEING SERVICED THEREUNDER
AND AN ACCOUNTING OF AMOUNTS COLLECTED AND HELD ON BEHALF OF IT THEREUNDER, AND
OTHERWISE USE ITS BEST EFFORTS TO EFFECT THE ORDERLY AND EFFICIENT TRANSFER OF
THE SUB-MANAGEMENT AGREEMENT TO THE ASSUMING PARTY.
(E)
NOTWITHSTANDING ANY SUB-MANAGEMENT AGREEMENT, THE PROPERTY MANAGER
AND THE SPECIAL SERVICER SHALL REMAIN OBLIGATED AND LIABLE TO THE ISSUER, 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.
(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 Issuer, 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
ISSUER, 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