Common use of Recordings and Filings; Books and Records; Document Defects Clause in Contracts

Recordings and Filings; Books and Records; Document Defects. (a) In connection with the Grant made by each Issuer to the Indenture Trustee pursuant to the granting clause of the Indenture, each Issuer shall cause the delivery of the applicable Lease Files for the applicable Leases and the applicable Loan Files for the applicable Mortgage Loans to the Custodian in accordance with the Custody Agreement for the benefit of the Indenture Trustee in furtherance of such Grant and such Issuer shall cause: (i) with respect to the Properties owned by such Issuer: (A) each Mortgage, UCC Financing Statement and continuation statement referred to in the definition of “Lease File” herein to be submitted to the appropriate Title Company (as defined below) on or before the applicable Series Closing Date or Transfer Date for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing Statements, at the expense of such Issuer and (B) each title insurance binder or commitment referred to in the definition of “Lease File” herein to be issued as a final title insurance policy by the title companies (the “Title Companies”) issuing same (the “Title Insurance Policies”) and (ii) with respect to the Mortgage Loans owned by such Issuer, promptly (and in any event within 60 days following the applicable Series Closing Date or Transfer Date) each assignment of Mortgage in favor of the Collateral Agent referred to in clauses (v) and (vi) of the definition of “Loan File” in the Custody Agreement and each UCC Financing Statement on Form UCC-2 and UCC-3 in favor of the Collateral Agent referred to in clause (iii) of such definition to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing Statements. Each such assignment and each Mortgage shall reflect that, following recording, it should be returned by the public recording office to the Custodian, on behalf of the Indenture Trustee (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian), and each such UCC Financing Statement shall reflect that the file copy thereof should be returned to the Custodian, for the benefit of the Indenture Trustee (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian) following filing; provided, that in those instances where the public recording office retains the original Mortgage, assignment of Mortgage and Assignment of Leases, the Property Manager, on behalf of the Indenture Trustee, shall obtain therefrom a certified copy of the recorded original. Each of the Title Companies issuing the Title Insurance Policies shall be instructed by the applicable Issuer to deliver such policies to the Custodian, for the benefit of the Indenture Trustee. The Property Manager, on behalf of the Indenture Trustee, shall use reasonable efforts to diligently pursue with the Title Companies the return of each of the Mortgages, assignments of Mortgages and UCC Financing Statements from the appropriate recording or filing offices and the delivery of the Title Insurance Policies by the related Title Company. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Indenture Trustee or the Custodian shall notify the Property Manager and the Property Manager shall promptly prepare and cause to be executed a substitute therefor or cure such defect, as the case may be, and thereafter, the Property Manager shall cause the same to be duly recorded or filed, as appropriate. The Property Manager shall file any continuation statements necessary to continue the effectiveness of the UCC Financing Statements. The Indenture Trustee and the related Issuer shall cooperate as necessary for the Property Manager to perform such obligations. (b) Each Issuer shall deliver to and deposit with, or cause to be delivered to and deposited with, the Property Manager all documents and records in the possession of such Issuer or any related Originators that relate to the applicable Properties, Leases and Mortgage Loans and that are not required to be a part of a Lease File or a Loan File in accordance with the definitions thereof, and the Property Manager shall hold all such documents and records in trust on behalf of the Indenture Trustee (in hard copy or electronic format). The Property Manager’s possession of such documents and records shall be at the will of the related Issuer and the Indenture Trustee for the sole purpose of facilitating the servicing of the applicable Leases, Mortgage Loans and Properties pursuant to this Agreement and such possession by the Property Manager shall be in a custodial capacity only on behalf of the Indenture Trustee. The ownership of such documents and records shall be vested in each Issuer, as applicable, subject to the lien of the Indenture, and the ownership of all documents and records with respect to the applicable Leases, Mortgage Loans and Properties that are prepared by or which come into possession of the Property Manager or the Special Servicer shall immediately vest in such Issuer, subject to the lien of the Indenture, and shall be delivered to and deposited with the Property Manager, in the case of documents or records in the hands of the Special Servicer, and retained and maintained in trust by the Property Manager in such custodial capacity only on behalf of the Indenture Trustee, except as otherwise provided herein. All such documents and records shall be appropriately maintained in a manner to clearly reflect the ownership of such documents and records by the applicable Issuer, subject to the lien of the Indenture, and that such documents and records are being held on behalf of the Indenture Trustee, and the Property Manager shall release such documents and records from its custody only in accordance with this Agreement. (c) If any party hereto discovers that any document constituting a part of a Lease File or Loan File has not been properly executed, is missing, contains information that does not conform in any respect with the corresponding information set forth in the Owned Property Schedule or Mortgage Loan Schedule (and the terms of such document have not been modified by written instrument contained in the Lease File or the Loan File) or does not appear to be regular on its face (each, a “Document Defect”), such party shall give prompt written notice thereof to the other parties thereto. Upon its discovery or receipt of notice of any such Document Defect, the Property Manager shall notify the Issuers and any applicable Rating Agency. If the applicable Issuer does not correct any Document Defect within 90 days of its receipt of such notice and such Document Defect materially and adversely affects the value of, or the interests of such Issuer in, the related Lease, Property or Mortgage Loan, the Property Manager shall, on behalf of such Issuer, and subject to the provisions of Section 2.03 to the same extent as if such Document Defect were a Collateral Defect, exercise such rights and remedies as such Issuer may have under Section 2.03 with respect to such Document Defect in such manner as it determines, in its good faith and reasonable judgment, is in the best interests of such Issuer. (d) The Property Manager shall monitor the delivery of the Lease Files and the Loan Files to the Custodian, for the benefit of the Indenture Trustee. (e) Notwithstanding the foregoing, the delivery of a commitment to issue a policy of owner’s title insurance in lieu of the delivery of the actual policy of owner’s title insurance shall not be considered a Document Defect with respect to any Lease File if such actual policy of insurance is delivered to the Custodian not later than 270 days after the Closing Date.

Recordings and Filings; Books and Records; Document Defects. (a) In connection with the Grant made by each Issuer the Owner Trust to the Indenture Trustee pursuant to the granting clause Granting Clause of the Indenture, each Issuer shall cause Indenture and the delivery of the applicable Lease Files for the applicable Leases and the applicable Mortgage Loan Files for the applicable Mortgage Loans to the Custodian in accordance with the Custody Agreement for the benefit of the Indenture Trustee in furtherance of such Grant and such Issuer Grant, the Indenture Trustee shall cause: (i) with respect deliver to the Properties owned by such Issuer: (A) each Mortgage, UCC Financing Statement Master Servicer and continuation statement referred to in the definition of “Lease File” herein to be submitted to the appropriate Title Company (as defined below) on or before the applicable Series Closing Date or Transfer Date for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing StatementsMaster Servicer shall, at the Seller's expense of such Issuer and (B) under the Loan Sale Agreement, as to each title insurance binder or commitment referred to in the definition of “Lease File” herein to be issued as a final title insurance policy by the title companies (the “Title Companies”) issuing same (the “Title Insurance Policies”) and (ii) with respect to the Mortgage Loans owned by such IssuerLoan, promptly (and in any event within 60 45 days following the applicable Series Closing Date or Transfer Date) each assignment of Mortgage in favor of the Collateral Agent referred to in clauses (v) and (vi) of the definition of “Loan File” in the Custody Agreement and each UCC Financing Statement on Form UCC-2 and UCC-3 in favor of the Collateral Agent referred to in clause (iii) of such definition cause to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing Statements, as the Master Servicer deems appropriate, each assignment of Mortgage and assignment of Assignment of Leases in favor of the Indenture Trustee referred to in the definition of "Mortgage Loan File" and each UCC Financing Statement on Form UCC-2 and UCC-3 in favor of the Indenture Trustee referred to in such definition. Each such assignment and each Mortgage shall reflect that, following recording, that it should be returned by the public recording office to the Custodian, on behalf of the Indenture Trustee (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian)Master Servicer following recording, and each such UCC Financing Statement shall reflect that the file copy thereof should be returned to the Custodian, for the benefit of the Indenture Trustee (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian) Master Servicer following filing; provided, that provided that, in those instances where the public recording office retains the original Mortgage, assignment of Mortgage and or assignment of Assignment of Leases, the Property Manager, on behalf of the Indenture Trustee, Master Servicer shall obtain therefrom a certified copy of the recorded original. Each of Upon the Title Companies issuing the Title Insurance Policies shall be instructed receipt by the applicable Issuer Master Servicer of any such assignment or file copy following recordation or filing, and upon the receipt by the Master Servicer of any such certified copy, the Master Servicer shall promptly deliver the same to deliver such policies to the Custodian, for the benefit of the Indenture Trustee. The Property Manager, on behalf of the Indenture Trustee, shall use reasonable efforts to diligently pursue with the Title Companies the return of each of the Mortgages, assignments of Mortgages and UCC Financing Statements from the appropriate recording or filing offices and the delivery of the Title Insurance Policies by the related Title Company. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Indenture Trustee or the Custodian shall notify the Property Manager and the Property Manager Master Servicer shall promptly prepare and cause to be executed a substitute therefor or cure such defect, as the case may be, and thereafter, the Property Manager Master Servicer shall cause the same to be duly recorded or filed, as appropriate. The Property Manager shall file any continuation statements necessary to continue the effectiveness of the UCC Financing Statements. The Indenture Trustee and the related Issuer shall cooperate as necessary for the Property Manager to perform such obligations. (b) Each Issuer The Owner Trust shall deliver to and deposit with, or cause to be delivered to and deposited with, the Property Manager Master Servicer all documents and records in the possession of such Issuer the Owner Trust or any related Originators the Seller that relate to the applicable Properties, Leases and Mortgage Loans and that are not required to be a part of a Lease File or a Mortgage Loan File in accordance with the definitions definition thereof, and the Property Manager Master Servicer shall hold all such documents and records in trust on behalf of the Indenture Trustee (in hard copy or electronic format)Trustee. The Property Manager’s Master Servicer's possession of such documents and records shall be at the will of the related Issuer Owner Trust and the Indenture Trustee for the sole purpose of facilitating the servicing of the applicable Leases, Mortgage Loans and Properties pursuant to this Agreement and such possession by the Property Manager Master Servicer shall be in a custodial capacity only on behalf of the Indenture Trustee. The ownership of such documents and records shall be vested in each Issuer, as applicablethe Owner Trust, subject to the lien of the Indenture, and the ownership of all documents and records with respect to the applicable Leases, Mortgage Loans and Properties that are prepared by or which come into possession of the Property Manager Master Servicer or the Special Servicer shall immediately vest in such Issuerthe Owner Trust, subject to the lien of the Indenture, and shall be delivered to and deposited with the Property ManagerMaster Servicer, in the case of documents or records in the hands of the Special Servicer, and retained and maintained in trust by the Property Manager Master Servicer in such custodial capacity only on behalf of the Indenture Trustee, except as otherwise provided herein. All such documents and records shall be appropriately maintained in a manner marked to clearly reflect the ownership of such documents and records by the applicable IssuerOwner Trust, subject to the lien of the Indenture, and that such documents and records are being held on behalf of the Indenture Trustee, and the Property Manager Master Servicer shall release such documents and records from its custody only in accordance with this Agreement. (c) If any party hereto discovers that any document constituting a part of a Lease File or Mortgage Loan File has not been properly executed, is missing, contains information that does not conform in any respect with the corresponding information set forth in the Owned Property Schedule or related Mortgage Loan Schedule (and the terms of such document have not been modified by written instrument contained in the Lease File or the Mortgage Loan File) or does not appear to be regular on its face (each, a “"Document Defect”"), such party shall give prompt written notice thereof to the other parties thereto. Upon its discovery or receipt of notice of any such Document Defect, the Property Manager Master Servicer shall notify the Issuers and any applicable Rating AgencySeller. If the applicable Issuer Seller does not correct any Document Defect within 90 days of its the Seller's receipt of such notice and such Document Defect materially and adversely affects the value of, or the interests of such Issuer in, the Owner Trust in the related Lease, Property or Mortgage Loan, the Property Manager Master Servicer shall, on behalf of such Issuerthe Owner Trust, and subject to the provisions of Section 2.03 2.04 to the same extent as if such Document Defect Defect were a Collateral DefectBreach, exercise such rights and remedies as such Issuer the Owner Trust may have under Section 2.03 with respect to such Document Defect in such manner as it determines, in its good faith and reasonable judgment, is in the best interests of such IssuerLoan Sale Agreement. (d) The Property Manager shall monitor the delivery of the Lease Files and the Loan Files to the Custodian, for the benefit of the Indenture Trustee. (e) Notwithstanding the foregoing, the delivery of a commitment to issue a policy of owner’s lender's title insurance in lieu of the delivery of the actual policy of owner’s lender's title insurance shall not be considered a Document Defect with respect to any Lease Mortgage Loan File if such actual policy of insurance is delivered to the Custodian Indenture Trustee not later than 270 days after the Closing Date.

Recordings and Filings; Books and Records; Document Defects. (a) In connection with the Grant made by each Issuer Borrower to the Indenture Trustee Administrative Agent for the benefit of the Secured Parties pursuant to the granting clause of the IndentureCredit Agreement, each Issuer Borrower shall cause (or have caused) the delivery of the applicable Lease Files for the applicable Leases and the applicable Loan Files for the applicable Mortgage Loans to the Custodian in accordance with the Custody Agreement or as otherwise directed by the Administrative Agent for the benefit of the Indenture Trustee Secured Parties in furtherance of such Grant and such Issuer Borrower shall cause: cause (or have caused): (i) with respect to the Properties owned by such IssuerBorrower: (A) each Mortgage, UCC Financing Statement and continuation statement referred to in the definition of “Lease File” herein to be submitted to the appropriate Title Company (as defined below) on or before the applicable Series Closing Date or Transfer Date for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing Statements, at the expense of such Issuer Borrower and (B) each title insurance binder or commitment referred to in the definition of “Lease File” herein to be issued as a final title insurance policy by the title companies (the “Title Companies”) issuing same (the “Title Insurance Policies”) and (ii) with respect to the Mortgage Loans owned by such IssuerBorrower, promptly (and in any event within 60 days following the applicable Series Closing Date or Transfer Date) each assignment of Mortgage in favor of the Collateral Agent referred to in clauses (v) and (vi) of the definition of “Loan File” in the Custody Agreement and each UCC Financing Statement on Form UCC-2 and UCC-3 in favor of the Collateral Agent referred to in clause (iii) of such definition to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing Statements. Each such assignment and each Mortgage shall reflect that, following recording, it should be returned by the public recording office to the Custodian, on behalf of the Indenture Trustee Administrative Agent (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian), and each such UCC Financing Statement shall reflect that the file copy thereof should be returned to the Custodian, for the benefit of the Indenture Trustee Administrative Agent (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian) following filing; provided, that in those instances where the public recording office retains the original Mortgage, assignment of Mortgage and Assignment of Leases, the Property Manager, on behalf of the Indenture TrusteeAdministrative Agent, shall obtain therefrom a certified copy of the recorded original. Each of the Title Companies issuing the Title Insurance Policies shall be instructed by the applicable Issuer Borrower to deliver such policies to the Custodian, for the benefit of the Indenture TrusteeAdministrative Agent. The Property Manager, on behalf of the Indenture TrusteeAdministrative Agent, shall use reasonable efforts to diligently pursue with the Title Companies the return of each of the Mortgages, assignments of Mortgages and UCC Financing Statements from the appropriate recording or filing offices and the delivery of the Title Insurance Policies by the related Title Company. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Indenture Trustee Administrative Agent or the Custodian shall notify the Property Manager and the Property Manager shall promptly prepare and cause to be executed a substitute therefor or cure such defect, as the case may be, and thereafter, the Property Manager shall cause the same to be duly recorded or filed, as appropriate. The Property Manager shall file any continuation statements necessary to continue the effectiveness of the UCC Financing Statements. The Indenture Trustee Administrative Agent and the related Issuer Borrower shall cooperate as necessary for the Property Manager to perform such obligations. Section 2.02(a) shall, in all respects, be subject to the Limited Conditionality Provision and the last paragraph of Section 3.1 of the Credit Agreement. (b) Each Issuer Borrower shall deliver to and deposit with, or cause to be delivered to and deposited with, the Property Manager all documents and records in the possession of such Issuer Borrower or any related Originators that relate to the applicable Properties, Leases and Mortgage Loans and that are not required to be a part of a Lease File or a Loan File in accordance with the definitions thereof, and the Property Manager shall hold all such documents and records in trust on behalf of the Indenture Trustee Administrative Agent (in hard copy or electronic format). The Property Manager’s possession of such documents and records shall be at the will of the related Issuer Borrower and the Indenture Trustee Administrative Agent for the sole purpose of facilitating the servicing of the applicable Leases, Mortgage Loans and Properties pursuant to this Agreement and such possession by the Property Manager shall be in a custodial capacity only on behalf of the Indenture TrusteeAdministrative Agent. The ownership of such documents and records shall be vested in each IssuerBorrower, as applicable, subject to the lien of the IndentureCredit Agreement, and the ownership of all documents and records with respect to the applicable Leases, Mortgage Loans and Properties that are prepared by or which come into possession of the Property Manager or the Special Servicer shall immediately vest in such IssuerBorrower, subject to the lien of the IndentureCredit Agreement, and shall be delivered to and deposited with the Property Manager, in the case of documents or records in the hands of the Special Servicer, and retained and maintained in trust by the Property Manager in such custodial capacity only on behalf of the Indenture TrusteeAdministrative Agent, except as otherwise provided herein. All such documents and records shall be appropriately maintained in a manner to clearly reflect the ownership of such documents and records by the applicable IssuerBorrower, subject to the lien of the IndentureCredit Agreement, and that such documents and records are being held on behalf of the Indenture TrusteeAdministrative Agent, and the Property Manager shall release such documents and records from its custody only in accordance with this Agreement. (c) If any party hereto discovers that any document constituting a part of a Lease File or Loan File has not been properly executed, is missing, contains information that does not conform in any respect with the corresponding information set forth in the Owned Financed Property Schedule or Mortgage Loan Schedule (and the terms of such document have not been modified by written instrument contained in the Lease File or the Loan File) or does not appear to be regular on its face (each, a “Document Defect”), such party shall give prompt written notice thereof to the other parties theretohereto. Upon its discovery or receipt of notice of any such Document Defect, the Property Manager shall notify the Issuers Borrowers and any applicable Rating Agencythe Administrative Agent. If the applicable Issuer Borrower does not correct any Document Defect within 90 45 days of its receipt of such notice and such Document Defect materially and adversely affects the value of, or the interests of such Issuer Borrower in, the related LeaseFinanced Property, such Financed Property or Mortgage Loan, the shall constitute an Ineligible Property Manager shall, on behalf of such Issuer, and subject to the provisions of Section 2.03 to 2.5.5 of the same extent as if such Document Defect were a Collateral Defect, exercise such rights and remedies as such Issuer may have under Section 2.03 with respect to such Document Defect in such manner as it determines, in its good faith and reasonable judgment, is in the best interests of such IssuerCredit Agreement. (d) The Property Manager shall monitor the delivery of the Lease Files and the Loan Files to the Custodian, for the benefit of the Indenture TrusteeAdministrative Agent. (e) Notwithstanding the foregoing, the delivery of a commitment to issue a policy of owner’s title insurance in lieu of the delivery of the actual policy of owner’s title insurance shall not be considered a Document Defect with respect to any Lease File if such actual policy of insurance is delivered to the Custodian not later than 270 days after the Closing Date.

Recordings and Filings; Books and Records; Document Defects. (a) In connection with the Grant made by each the Issuer to the Indenture Trustee pursuant to the granting clause Granting Clause of the Indenture, each Issuer shall cause Indenture and the delivery of the applicable Lease Files for the applicable Leases and the applicable Loan Files for the applicable Mortgage Loans to the Custodian in accordance with the Custody Agreement for the benefit of the Indenture Trustee in furtherance of such Grant and such Issuer shall cause: Grant, (i) with respect to the Properties owned by such Issuer: (A) each Mortgage, UCC Financing Statement and continuation statement referred to in the definition of “Lease File” herein to shall be submitted to the appropriate Title Company (as defined below) on or before the applicable Series Closing Date or Transfer Date for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing Statements, at the expense of such Issuer CNL and (Bii) each title insurance binder or commitment referred to in the definition of “Lease File” herein to shall be issued as a final title insurance policy by the title companies (the “Title Companies”) issuing the same (the “Title Insurance Policies”) and (ii) with respect to the Mortgage Loans owned by such Issuer, promptly (and in any event within 60 days following the applicable Series Closing Date or Transfer Date) each assignment of Mortgage in favor of the Collateral Agent referred to in clauses (v) and (vi) of the definition of “Loan File” in the Custody Agreement and each UCC Financing Statement on Form UCC-2 and UCC-3 in favor of the Collateral Agent referred to in clause (iii) of such definition to be submitted for recording or filing, as the case may be, in the appropriate public office for real property records or for UCC Financing Statements). Each such assignment and each Mortgage shall reflect that, following recording, that it should be returned by the public recording office to the Custodian, on behalf of the Indenture Trustee (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian)following recording, and each such UCC Financing Statement shall reflect that the file copy thereof should be returned to the Custodian, for the benefit of the Indenture Trustee (or to the Property Manager (or its designee), who shall then deliver such recorded document to the Custodian) following filing; provided, that provided that, in those instances where the public recording office retains the original Mortgage, assignment of Mortgage and Assignment of Leases, the Property Manager, on behalf of the Indenture Trustee, shall obtain therefrom a certified copy of the recorded original. Each of the Title Companies issuing the Title Insurance Policies shall be have been instructed by the applicable Issuer to deliver such policies to the Custodian, for the benefit of the Indenture Trustee. The Property Manager, on behalf of the Indenture Trustee, shall use reasonable efforts to diligently pursue with the Title Companies the return of each of the Mortgages, assignments of Mortgages and UCC Financing Statements from the appropriate recording or filing offices and the delivery of the Title Insurance Policies by the related Title CompanyCompanies. If any such document or instrument is lost or returned unrecorded or unfiled, as the case may be, because of a defect therein, the Indenture Trustee or the Custodian shall notify the Property Manager and the Property Manager shall promptly prepare and cause to be executed a substitute therefor or cure such defect, as the case may be, and thereafter, the Property Manager shall cause the same to be duly recorded or filed, as appropriate. The Property Manager shall perform all obligations that the Indenture Trustee may have under the Mortgages (including, without limitation, under Sections 10.13(b) and 19.5 of the Mortgages) prepared for Mortgaged Properties located in the States of Missouri and Pennsylvania. The Indenture Trustee shall cooperate as necessary for the Property Manager to perform such obligations. The Property Manager shall file any continuation statements necessary to continue the effectiveness of the UCC Financing Statements. The Indenture Trustee and the related Issuer shall cooperate as necessary for the Property Manager to perform such obligations. (b) Each The Issuer shall deliver to and deposit with, or cause to be delivered to and deposited with, the Property Manager all documents and records in the possession of such the Issuer or any related Originators Originator that relate to the applicable Properties, Mortgaged Properties and the Leases and Mortgage Loans and that are not required to be a part of a Lease File or a Loan File in accordance with the definitions definition thereof, and the Property Manager shall hold all such documents and records in trust on behalf of the Indenture Trustee (in hard copy or electronic format)Trustee. The Property Manager’s possession of such documents and records shall be at the will of the related Issuer and the Indenture Trustee for the sole purpose of facilitating the servicing of the applicable Leases, Mortgage Loans and Properties Leases pursuant to this Agreement and such possession by the Property Manager shall be in a custodial capacity only on behalf of the Indenture Trustee. The ownership of such documents and records shall be vested in each the Issuer, as applicable, subject to the lien of the Indenture, and the ownership of all documents and records with respect to the applicable Leases, Mortgage Loans Leases and the Mortgaged Properties that are prepared by or which come into possession of the Property Manager or the Special Servicer shall immediately vest in such the Issuer, subject to the lien of the Indenture, and shall be delivered to and deposited with the Property Manager, in the case of documents or records in the hands of the Special Servicer, and retained and maintained in trust by the Property Manager in such custodial capacity only on behalf of the Indenture Trustee, except as otherwise provided herein. All such documents and records shall be appropriately maintained marked or segregated in a manner to clearly reflect the ownership of such documents and records by the applicable Issuer, subject to the lien of the IndentureIndenture and the applicable Mortgage, and that such documents and records are being held on behalf of the Indenture Trustee, and the Property Manager shall release such documents and records from its custody only in accordance with this Agreement. (c) If any party hereto discovers that any document constituting a part of a Lease File or Loan File has not been properly executed, is missingmissing (after the date such document is required to have been delivered), contains information that does not conform in any respect with the corresponding information set forth in the Owned Mortgaged Property Schedule or Mortgage Loan Schedule (and the terms of such document have not been modified by written instrument contained in the Lease File or the Loan File) or does not appear to be regular on its face (each, a “Document Defect”), such party shall give prompt written notice thereof to the other parties thereto. Upon its discovery or receipt of notice of any such Document Defect, the Property Manager shall notify the Issuers applicable Originator, the Support Provider, the Insurer and any applicable Rating Agencythe Indenture Trustee. If the applicable Issuer Cure Party does not correct any Document Defect within 90 days of its receipt of such notice and such Document Defect materially and adversely affects the value of, or the interests of such Issuer the Issuer, the Noteholders or the Insurer in, the related Lease, Property Lease or Mortgage LoanMortgaged Property, the Property Manager Manager, or if it fails to do so, the Indenture Trustee, shall, on behalf of such the Issuer, and subject to the provisions of Section 2.03 2.04 to the same extent as if such Document Defect were a Collateral DefectBreach, exercise such rights and remedies as such the Issuer may have (or the Indenture Trustee may have as third party beneficiary) under Section 2.03 the Sale and Contribution Agreement or hereunder with respect to such Document Defect in such manner as it determines, in its good faith and reasonable judgment, is in the best interests of such the Issuer, the Noteholders and the Insurer. (d) The Property Manager shall monitor the delivery of the Lease Files and the Loan Files to the Custodian, for the benefit of the Indenture Trustee. (e) Notwithstanding the foregoing, the delivery of a commitment to issue a policy of owner’s title insurance in lieu of the delivery of the actual policy of owner’s title insurance shall not be considered a Document Defect with respect to any Lease File if such actual policy of insurance is delivered to the Custodian Indenture Trustee not later than 270 days after the Closing DateDate (or, in the case of any Qualified Substitute Mortgaged Property or Qualified Additional Mortgaged Property, the date such Mortgaged Property is acquired by the Issuer). (e) The Property Manager shall monitor the delivery of the Lease Files to the Indenture Trustee in connection with the Mortgaged Properties owned by the Issuer as of the Closing Date and shall give prompt written notice to the Indenture Trustee upon acquiring knowledge that all of such Lease Files are complete.