Common use of Property Inspections; Collection of Financial Statements; Delivery of Certain Reports Clause in Contracts

Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. (b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter. (c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture. (d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.

Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause obtain a physical inspection with respect to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The each Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, whose FCCR is below 1.5x on an annual basis or (ii) any change in with respect to which the condition Property Manager has received notice from the Tenant or value has actual knowledge that the Tenant is a non-renewal or termination risk, within a reasonable amount of time from receipt of such Property that it, in its good faith and reasonable judgment, considers material. (b) notice or knowledge. If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property within six (6) months after such Property becomes a Specially Managed Unit. (b) Following the completion of a physical inspection pursuant to Section 3.10(a), if applicable, the Property Manager or the Special Servicer, as soon as practicable thereafter. The Special Servicer applicable, shall prepare a written report of each such inspection performed by it that sets it. Such written report prepared by the Property Manager or the Special Servicer or written report obtain by the Property Manager or the Special Servicer, as applicable, shall set forth in detail the condition of the related Property and that specifies the condition of the related Property and the existence of (i) any sale sale, transfer or transfer abandonment of such Property, or (ii) any material change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialProperty. The Special Servicer shall deliver to each Issuer, the Back-Up Manager, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end completion of each such quarterinspection. (c) The Property Manager or Special Servicer, as applicable, Servicer (i) shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections and (ii) shall be entitled to a reasonable inspection fee for any such inspection, in each case from the applicable Issuer pursuant to Section 2.11(b) of the Indenture. (d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage LoansLeases, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage LoanLease.

Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. (b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such the Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each the Issuer, the Indenture Trustee Trustee, the Property Manager, the Insurer and the Property Manager Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter. (c) . The Property Manager or Special Servicer, as applicable, Servicer shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection from the applicable Issuer pursuant to Section 2.11(b) of the Indenture. (db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor, as applicable and review annual operating statements of the related Mortgaged Properties, and quarterly financial statements of such Tenant or Borrower Obligor. (c) Not later than December 15 of each year, commencing December 15, 2005, the Property Manager shall deliver to the Issuer, the Indenture Trustee, the Insurers and the Properties Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Obligors from whom it operates has received financial information sufficient to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level or corporate level, as applicable) and, in each case, identifying the same are required to be delivered period covered by the Tenant or Borrower to related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule, prepared as if the applicable Issuer under its Series Closing Date or, if applicable, such other Transfer Date, were the preceding October 1 and further identifying on such schedule each Lease or Mortgage LoanLoan (x) that has become a Liquidated Lease or Liquidated Mortgage Loan since the most recent delivery of a schedule pursuant to this Section 3.12(c) (or, in the case of the first such delivery, since the Initial Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with its terms and, in each case, specifying the date of such sale, re-lease or termination, the amount collected in connection therewith and the amount of any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due under the related Mortgage Loan or Lease incurred in connection therewith.

Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause obtain a physical inspection with respect to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The each Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Propertywhose Weighted Average FCCR is below 1.5x, on an annual basis, or (ii) any change in with respect to which the condition Property Manager has received notice from the Tenant or value has actual knowledge that the Tenant is a non-renewal or termination risk, within a reasonable amount of time from receipt of such Property that it, in its good faith and reasonable judgment, considers material. (b) notice or knowledge. If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property within six (6) months after such Property becomes a Specially Managed Unit. (b) Following the completion of a physical inspection pursuant to Section 3.10(a), if applicable, the Property Manager or the Special Servicer, as soon as practicable thereafter. The Special Servicer applicable, shall prepare a written report of each such inspection performed by it that sets it. Such written report prepared by the Property Manager or the Special Servicer or written report obtain by the Property Manager or the Special Servicer, as applicable, shall set forth in detail the condition of the related Property and that specifies the condition of the related Property and the existence of (i) any sale sale, transfer or transfer abandonment of such Property, or (ii) any material change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers materialProperty. The Special Servicer shall deliver to each Issuer, the Back-Up Manager, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end completion of each such quarterinspection. (c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture. (d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.

Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager Special Servicer shall inspect, perform or cause to be inspectedperformed a physical inspection of a Mortgaged Property as soon as practicable (but in any event not later than 60 days) after the related Mortgage Loan becomes a Specially Serviced Mortgage Loan, all Properties and the Special Servicer shall be entitled to reimbursement of the reasonable and direct out-of-pocket travel expenses incurred by it in connection therewith. Without limiting the Collateral Pool generality of the preceding sentence, prior to conducting any such inspection, the Special Servicer shall notify the Controlling Class Representative and allow the Controlling Class Representative the reasonable opportunity, at its own expense, to participate in such inspection. Beginning in 1999, the Servicer shall at its expense perform or cause to be performed an inspection of each Mortgaged Property at least once every five per calendar year (5) yearsor, with at least 20% of the Properties in the Collateral Pool to be inspected case of each Mortgage Loan with a Stated Principal Balance of under $2,000,000, once every year (beginning in 2019two years), including any Properties with Unit FCCRs below 1.0xif the Special Servicer has not already done so during that period pursuant to the preceding sentence (it being understood and agreed that the Servicer will inspect each and every Mortgaged Property in 1999). The Property Manager Servicer and the Special Servicer shall each prepare a written report of each such inspection performed by it or on its behalf that sets forth in detail the condition of the related Mortgaged Property and that specifies the occurrence or existence of of: (i) any sale sale, transfer or transfer abandonment of such Propertythe Mortgaged Property of which the Servicer or Special Servicer, or as applicable, is aware, (ii) any change in the condition condition, occupancy or value of such the Mortgaged Property that itthe Servicer or the Special Servicer, as applicable, in its good faith and reasonable judgmentaccordance with the Servicing Standard, considers material. (b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (iiiii) any change in waste committed on the condition or value of such Mortgaged Property that itthe Servicer or the Special Servicer, as the case may be, in its good faith and reasonable judgmentaccordance with the Servicing Standard, considers material. The Servicer and the Special Servicer shall each deliver to each Issuerthe Trustee, the Indenture Trustee Depositor and the Property Manager each other a copy (or image in suitable electronic media) of each such written report prepared by it during each calendar quarter within 15 60 days of completion of the end related inspection. The Trustee shall deliver to the Underwriter, the Controlling Class Representative and, upon request thereby, any Certificateholder verified as such by the Trustee, a copy (or image in suitable electronic media) of each such written report prepared by the Servicer or the Special Servicer, promptly following the Trustee's receipt of such quarterreport. (c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture. (db) The Special Servicer, in the case of any Specially Managed UnitServiced Mortgage Loan, and the Property ManagerServicer, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Mortgagor quarterly and review annual operating statements, budgets and quarterly rent rolls of the related Mortgaged Property, and financial statements of such Tenant Mortgagor, whether or Borrower not delivery of such items is required pursuant to the terms of the related Mortgage. In addition, the Special Servicer shall cause quarterly and annual operating statements, budgets and rent rolls to be regularly prepared in respect of each REO Property and shall collect all such items promptly following their preparation. The Servicer and the Properties it operates Special Servicer shall each deliver copies of all of the foregoing items so collected thereby to the Trustee, the Depositor and each other, in each case within 60 days of its receipt thereof. The Trustee shall deliver, upon request, copies of the foregoing items to the Underwriter and the Controlling Class Representative (and, if the Majority Controlling Class Certificateholder has theretofore delivered to the Trustee a certification substantially in the form of Exhibit L-1 hereto, the Majority Controlling Class Certificateholder (if any)), promptly following the Trustee's receipt of such items from the Servicer or the Special Servicer. Within 45 days after receipt by the Servicer (from the Special Servicer in the case of Specially Serviced Mortgage Loans and REO Properties) of any annual operating statements or rent rolls with respect to any Mortgaged Property or REO Property, the Servicer shall, based upon such operating statements or rent rolls, prepare (or, if previously prepared, update) the written analysis of operations (the "Operating Statement Analysis") to be maintained by the Servicer with respect to such Mortgaged Property and REO Property and shall forward a copy thereof to the Trustee and the Special Servicer, together with such operating statements or rent rolls. The Trustee shall deliver to the Controlling Class Representative and, upon request thereby, any Certificateholder and any Certificate Owner who has delivered a certification in accordance with Section 5.06, a copy of such Operating Statement Analysis (or update thereof) and operating statements or rent rolls, promptly following the Trustee's receipt thereof from the Servicer. The Servicer shall maintain an Operating Statement Analysis with respect to each Mortgaged Property and REO Property. Each such Operating Statement Analysis shall be in CSSA format and set forth the information as provided for in Exhibit E-8 attached hereto. The Servicer or the Special Servicer, as the same case may be, may include any reasonable disclaimer with respect to the accuracy of any information furnished by the Mortgagor. Within 45 days after receipt by the Servicer or ten days after receipt by the Special Servicer of any annual operating statements with respect to any Mortgaged Property or REO Property, as applicable, each of the Servicer and the Special Servicer shall prepare or update (and, in the case of the Special Servicer, forward to the Servicer) an NOI Adjustment Worksheet for such Mortgaged Property or REO Property (with the annual operating statements attached thereto as an exhibit). (c) Not later than 2:00 p.m. (New York City time) on the second Business Day following the end of each calendar month, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer and the Controlling Class Representative the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the required information as of the end of such calendar month: (i) a CSSA Property File Report; and (ii) a CSSA Loan File Report. At or before 11:59 p.m. (New York City time) on the first Business Day following each Determination Date, the Special Servicer shall prepare and deliver or cause to be delivered to the Servicer the following reports with respect to the Specially Serviced Mortgage Loans and any REO Properties, providing the required information as of such Determination Date: (i) a Delinquent Loan Status Report; (ii) a Comparative Financial Status Report; (iii) an Historical Loss Estimate Report; (iv) an Historical Loan Modification Report; and (v) an REO Status Report. (d) Not later than 2:00 p.m. (New York City time) on the second Business Day after each Determination Date, the Servicer shall prepare (if and to the extent necessary) and deliver or cause to be delivered to the Trustee: (i) the most recent Delinquent Loan Status Report, Historical Loss Estimate Report, Historical Loan Modification Report and REO Status Report received from the Special Servicer pursuant to Section 3.12(c); (ii) the most recent CSSA Property File Report, CSSA Loan File Report and Comparative Financial Status Report (in each case combining the reports prepared by the Special Servicer and the Servicer); and (iii) a Watch List Report with information that is current as of such Determination Date. (e) The Special Servicer shall deliver to the Servicer the reports set forth in Section 3.12(c) and the Servicer shall deliver to the Trustee the reports set forth in Section 3.12(d) in an electronic format reasonably acceptable to the Special Servicer and the Servicer with respect to the reports set forth in Section 3.12(c), and the Servicer and the Trustee with respect to the reports set forth in Section 3.12(d). The Servicer may, absent manifest error, conclusively rely on the reports to be provided by the Special Servicer pursuant to Section 3.12(c). The Trustee may, absent manifest error, conclusively rely on the reports to be provided by the Servicer pursuant to Section 3.12(d). In the case of information or reports to be furnished by the Servicer to the Trustee pursuant to Section 3.12(d), to the extent that such information is based on reports to be provided by the Special Servicer pursuant to Section 3.12(c) and to the extent that such reports are to be prepared and delivered by the Special Servicer pursuant to Section 3.12(c), the Servicer shall have no obligation to provide such information or reports until it has received such information or reports from the Special Servicer, and the Servicer shall not be in default hereunder due to a delay in providing the reports required by Section 3.12(d) caused by the Special Servicer's failure to timely provide any report required under Section 3.12(c) of this Agreement. (f) Notwithstanding the foregoing, however, the failure of the Servicer or Special Servicer to disclose any information otherwise required to be delivered disclosed by this Section 3.12 shall not constitute a breach of this Section 3.12 to the extent the Servicer or Special Servicer so fails because such disclosure, in the reasonable belief of the Servicer or the Special Servicer as the case may be, would violate any applicable law or any provision of a Mortgage Loan document prohibiting disclosure of information with respect to the Mortgage Loans or Mortgaged Properties. The Servicer or the Special Servicer may affix to any information provided by it any disclaimer it deems appropriate in its reasonable discretion (without suggesting liability on the part of any other party hereto). (g) The Depositor shall provide to the Servicer and the Trustee the initial data (as of the Cut-Off Date or the most recent earlier date for which such data is available) contemplated by the Tenant or Borrower to CSSA Loan File Report and the applicable Issuer under its Lease or Mortgage LoanCSSA Property File Report.

Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. (b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe Issuers, the Indenture Trustee Trustee, the Property Manager, the Insurers and the Property Manager Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter. (c) . The Property Manager or Special Servicer, as applicable, Servicer shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection from the applicable Issuer Issuers pursuant to Section 2.11(b) of the Indenture. (db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor and review annual operating statements of the related Mortgaged Properties and quarterly financial statements of such Tenant or Borrower Obligor. (c) Not later than December 15 of each year, commencing December 15, 2005, the Property Manager shall deliver to the Issuers, the Indenture Trustee, the Insurers and the Properties Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Obligors from whom it operates has received financial information sufficient to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level or corporate level, as applicable) and, in each case, identifying the same are required to be delivered period covered by the Tenant related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule or Borrower to Mortgage Loan Schedule, as applicable, prepared as of the applicable Issuer under its Series Closing Date or, if applicable, such other Transfer Date, and further identifying on such schedule each Lease or Mortgage LoanLoan (x) that has become a Liquidated Lease or Liquidated Mortgage Loan since the most recent delivery of such schedule pursuant to this Section 3.12(c)(ii) (or, in the case of the first such delivery, since the Initial Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with its terms and, in each case, specifying the date of such sale, re-lease or termination, the amount collected in connection therewith and the amount of any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due under the related Mortgage Loan or Lease incurred in connection therewith.

Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool pool to be inspected every year (beginning in 20192024), including any Properties with Unit Aggregate 4-Wall FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. (b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each IssuerBorrower, the Indenture Trustee Administrative Agent and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter. (c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the IndentureBorrower. (d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Mortgage Loan Borrower and review annual and quarterly financial statements of such Tenant or Mortgage Loan Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Mortgage Loan Borrower to the applicable Issuer Borrower under its Lease or Mortgage Loan. (e) The Administrative Agent shall have the right to conduct an operational audit of the Property Manager (other than with respect to KeyBank if KeyBank is the Property Manager) at least once per annum. Such operational audit shall include but not be limited to a review of operations, management and other procedures (i.e., monthly facility reporting, credit monitoring policies, assignment of credit risk tiers, lease modifications, real estate diligence), and systems (including cash management and tenant reporting). To the extent KeyBank becomes the Property Manager, KeyBank shall make available to the Administrative Agent (i) the information required pursuant to Section 3.13 and (ii) no more than once per annum, upon thirty (30) days prior written notice to KeyBank and at the expense of the Borrowers or the Administrative Agent (to the extent the Borrower has not reimbursed KeyBank for such costs and expenses), an officer of KeyBank that has knowledge of the transactions governed by this Agreement to answer questions regarding the performance of its obligations and duties under this Agreement.

Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019)year, including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. (b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter. (c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture. (d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.

Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. (b) If a Lease or Mortgage Loan Property becomes a Specially Managed UnitProperty, the Special Servicer shall at its expense perform or obtain a physical inspection of the related such Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of of: (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such the Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each the Issuer, the Indenture Trustee Trustee, the Certificate Insurer, the Master Servicer, the Back-up Servicer and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter. (c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture. (db) The Special Servicer, in the case of any Specially Managed UnitProperty, and the Property Manager, in the case of all other Leases and Mortgage LoansProperties, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review any applicable guarantors, and review, annual operating statements of the related Property, and quarterly financial statements of such Tenant and any applicable guarantors, whether or Borrower and not delivery of such items is required pursuant to the Properties it operates terms of the related Lease or otherwise. The Property Manager or the Special Servicer, as applicable, shall each deliver, on or before March 31 of the following year (or thereafter, as the same are required to be delivered by Property Manager receives such items from the Tenant applicable Tenants or Borrower guarantors), copies of all of the foregoing items so collected thereby during a calendar year to the applicable Issuer under its Lease Indenture Trustee, the Grantor Trust Trustee, the Master Servicer, the Certificate Insurer, the Back-up Servicer and any investor or Mortgage Loanprospective investor in the Grantor Trust Certificates upon written request and at the expense of such investor.

Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 20192021), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. (b) If a Lease or Mortgage Loan becomes a Specially Managed Unit, the Special Servicer shall perform or obtain a physical inspection of the related Property as soon as practicable thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuer, the Indenture Trustee and the Property Manager a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter. (c) The Property Manager or Special Servicer, as applicable, shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections from the applicable Issuer pursuant to Section 2.11(b) of the Indenture. (d) The Special Servicer, in the case of any Specially Managed Unit, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower and review annual and quarterly financial statements of such Tenant or Borrower and the Properties it operates as the same are required to be delivered by the Tenant or Borrower to the applicable Issuer under its Lease or Mortgage Loan.

Property Inspections; Collection of Financial Statements; Delivery of Certain Reports. (a) The Property Manager shall inspect, or cause to be inspected, all Properties in the Collateral Pool at least once every five (5) years, with at least 20% of the Properties in the Collateral Pool to be inspected every year (beginning in 2019), including any Properties with Unit FCCRs below 1.0x. The Property Manager shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Property and that specifies the existence of (i) any sale or transfer of such Property, or (ii) any change in the condition or value of such Property that it, in its good faith and reasonable judgment, considers material. (b) If a Lease or Mortgage Loan becomes a Specially Managed UnitServiced Asset, the Special Servicer shall perform or obtain a physical inspection of the related Mortgaged Property as soon as practicable thereafter and, if such Lease or Mortgage Loan remains a Specially Serviced Asset for more than two years, at least annually thereafter. The Special Servicer shall prepare a written report of each such inspection performed by it that sets forth in detail the condition of the related Mortgaged Property and that specifies the existence of (i) any sale or transfer of such Mortgaged Property, or (ii) any change in the condition or value of such Mortgaged Property that it, in its good faith and reasonable judgment, considers material. The Special Servicer shall deliver to each Issuerthe Issuers, the Indenture Trustee Trustee, the Property Manager, the Insurers and the Property Manager Rating Agencies a copy of each such written report prepared by it during each calendar quarter within 15 days of the end of such quarter. (c) . The Property Manager or Special Servicer, as applicable, Servicer shall receive reimbursement for reasonable out-of-pocket expenses related to any Property inspections such inspection from the applicable Issuer Issuers pursuant to Section 2.11(b2.11 (b) of the Indenture. (db) The Special Servicer, in the case of any Specially Managed UnitServiced Asset, and the Property Manager, in the case of all other Leases and Mortgage Loans, shall make reasonable efforts to collect promptly from each related Tenant or Borrower Obligor and review annual operating statements of the related Mortgaged Properties and quarterly financial statements of such Tenant or Borrower Obligor. (c) Not later than December 15 of each year, commencing December 15, 2005, the Property Manager shall deliver to the Issuers, the Indenture Trustee, the Insurers and the Properties Special Servicer (i) from information, if any, that the Property Manager has most recently received pursuant to Section 3.12(b), a report setting forth the aggregate Fixed Charge Coverage Ratios of all Obligors from whom it operates has received financial information sufficient to permit it to calculate such Fixed Charge Coverage Ratio (either at the “unit” level or corporate level, as applicable) and, in each case, identifying the same are required to be delivered period covered by the Tenant related financial statements in its possession, and (ii) a schedule, in the form of the Mortgaged Property Schedule or Borrower to Mortgage Loan Schedule, as applicable, prepared as of the applicable Issuer under its Series Closing Date or, if applicable, such other Transfer Date, and further identifying on such schedule each Lease or Mortgage LoanLoan (x) that has become a Liquidated Lease or Liquidated Mortgage Loan since the most recent delivery of such schedule pursuant to this Section 3.12(c)(ii) (or, in the case of the first such delivery, since the Initial Closing Date), and specifying the date on which the sale or re-lease of the related Mortgaged Property or Mortgage Loan occurred or (y) that has otherwise terminated in accordance with its terms and, in each case, specifying the date of such sale, re-lease or termination, the amount collected in connection therewith and the amount of any unreimbursed Property Protection Advances, Emergency Property Expenses, Extraordinary Expenses and other amounts due under the related Mortgage Loan or Lease incurred in connection therewith.