MANAGER
OR THE SPECIAL SERVICER AND EACH OF THE PROPERTY MANAGER AND THE SPECIAL
SERVICER HEREBY AGREE TO INDEMNIFY THE ISSUERS, THE ISSUER MEMBERS, THE
INSURERS, THE BACK-UP MANAGER AND THE INDENTURE TRUSTEE AGAINST, AND HOLD THE
ISSUERS, THE ISSUER MEMBERS, THE INSURERS, THE BACK-UP MANAGER AND THE INDENTURE
TRUSTEE HARMLESS FROM, ANY COST, LOSS OR LIABILITY ARISING FROM ANY MISUSE BY IT
OF SUCH POWER OF ATTORNEY. NOTWITHSTANDING ANYTHING CONTAINED HEREIN TO THE
CONTRARY, THE PROPERTY MANAGER SHALL NOT, WITHOUT THE INDENTURE TRUSTEE'S
WRITTEN CONSENT: (I) INITIATE ANY ACTION, SUIT OR PROCEEDING SOLELY UNDER THE
INDENTURE TRUSTEE'S NAME WITHOUT INDICATING THE INDENTURE TRUSTEE'S
REPRESENTATIVE CAPACITY OR (II) TAKE ANY ACTION WITH THE INTENT TO CAUSE, AND
WHICH ACTUALLY DOES CAUSE, THE INDENTURE TRUSTEE TO BE REGISTERED TO DO BUSINESS
IN ANY STATE.
(C)
PROMPTLY AFTER ANY REQUEST THEREFOR, THE PROPERTY
MANAGER SHALL PROVIDE TO THE INDENTURE TRUSTEE AND THE INSURERS: (I) THE MOST
RECENT INSPECTION REPORT PREPARED OR OBTAINED BY THE PROPERTY MANAGER OR THE
SPECIAL SERVICER IN RESPECT OF EACH MORTGAGED PROPERTY PURSUANT TO
SECTION 3.12(A); (II) THE MOST RECENT AVAILABLE OPERATING STATEMENT AND
FINANCIAL STATEMENTS OF THE RELATED OBLIGOR COLLECTED BY THE PROPERTY MANAGER OR
THE SPECIAL SERVICER PURSUANT TO SECTION 3.12(B), TOGETHER WITH THE ACCOMPANYING
WRITTEN REPORTS TO BE PREPARED BY THE PROPERTY MANAGER OR THE SPECIAL SERVICER,
AS THE CASE MAY BE, PURSUANT TO SECTION 3.12(C); AND (III) ANY AND ALL NOTICES
AND REPORTS WITH RESPECT TO ANY MORTGAGED PROPERTY AS TO WHICH ENVIRONMENTAL
TESTING IS CONTEMPLATED BY SECTION 10.08 OF THE INDENTURE.
(D)
THE RELATIONSHIP OF EACH OF THE PROPERTY MANAGER AND
THE SPECIAL SERVICER TO THE ISSUERS AND THE INDENTURE TRUSTEE UNDER THIS
AGREEMENT IS INTENDED BY THE PARTIES TO BE AND SHALL BE THAT OF AN INDEPENDENT
CONTRACTOR AND NOT THAT OF A JOINT VENTURER, PARTNER OR AGENT.
Section 3.02.
Collection of Lease Payments
and Loan Payments; Lockbox Accounts; Lockbox Transfer Accounts.
(A)
EACH OF THE PROPERTY MANAGER AND THE SPECIAL
SERVICER SHALL UNDERTAKE REASONABLE EFFORTS TO COLLECT ALL PAYMENTS CALLED FOR
UNDER THE TERMS AND PROVISIONS OF THE LEASES AND THE MORTGAGE LOANS IT IS
OBLIGATED TO SERVICE HEREUNDER AND SHALL, TO THE EXTENT SUCH PROCEDURES SHALL BE
CONSISTENT WITH THIS AGREEMENT, FOLLOW SUCH COLLECTION PROCEDURES AS IT
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WOULD FOLLOW WERE IT THE OWNER OF SUCH LEASES AND MORTGAGE LOANS. CONSISTENT
WITH THE FOREGOING, THE SPECIAL SERVICER OR THE PROPERTY MANAGER, AS THE CASE
MAY BE, MAY WAIVE ANY NET DEFAULT INTEREST OR LATE PAYMENT CHARGE IT IS ENTITLED
TO IN CONNECTION WITH ANY DELINQUENT PAYMENT ON A LEASE OR MORTGAGE LOAN IT IS
OBLIGATED TO SERVICE HEREUNDER.
(B)
THE PROPERTY MANAGER SHALL ESTABLISH AND MAINTAIN
ONE OR MORE SEGREGATED ACCOUNTS (EACH, A "LOCKBOX ACCOUNT") WITH ONE OR MORE
BANKS (EACH, A "LOCKBOX ACCOUNT BANK"). THE OBLIGORS SHALL BE INSTRUCTED TO MAKE
ALL PAYMENTS INTO A LOCKBOX ACCOUNT. EACH LOCKBOX ACCOUNT SHALL BE AN ELIGIBLE
ACCOUNT AND MAY BE AN ACCOUNT TO WHICH PAYMENTS RELATING TO OTHER ASSETS
SERVICED