WILL IGNORE AND ACT WITHOUT REGARD TO ANY SUCH ADVICE OR APPROVAL OR LACK OF
APPROVAL THAT THE SPECIAL SERVICER OR THE PROPERTY MANAGER HAS DETERMINED, IN
ITS REASONABLE, GOOD FAITH JUDGMENT, WOULD) (A) REQUIRE OR CAUSE THE SPECIAL
SERVICER OR THE PROPERTY MANAGER TO VIOLATE APPLICABLE LAW, THE SERVICING
STANDARD (UNLESS SPIRIT FINANCE IS THE PROPERTY MANAGER OR SPECIAL SERVICER, AS
APPLICABLE) OR THE TERMS OF ANY MORTGAGE LOAN OR ANY LEASE OR (B) EXPAND THE
SCOPE OF THE PROPERTY MANAGER'S OR SPECIAL SERVICER'S RESPONSIBILITIES UNDER
THIS AGREEMENT. IN ADDITION, NEITHER THE PROPERTY MANAGER NOR THE SPECIAL
SERVICER, ACTING IN ITS INDIVIDUAL CAPACITY, SHALL TAKE ANY ACTION OR OMIT TO
TAKE ANY ACTION AS LESSOR OF ANY COLLATERAL IF SUCH ACTION OR OMISSION WOULD
MATERIALLY AND ADVERSELY AFFECT THE INTERESTS OF THE HOLDERS OF THE NOTES OR THE
LLC INTERESTS, THE INSURERS OR THE ISSUERS. NONE OF THE PROPERTY MANAGER, THE
SPECIAL SERVICER OR THE BACK-UP MANAGER SHALL BE LIABLE TO THE INDENTURE
TRUSTEE, THE INSURERS, ANY NOTEHOLDER OR ANY OTHER PERSON FOR FOLLOWING ANY
DIRECTION OF AN INSURER OR CONTROLLING PARTY HEREUNDER.
(B)
SUBJECT TO SECTION 3.01(A), THE PROPERTY MANAGER AND
THE SPECIAL SERVICER EACH SHALL HAVE FULL POWER AND AUTHORITY, ACTING ALONE, TO
DO OR CAUSE TO BE DONE ANY AND ALL THINGS IN CONNECTION WITH SUCH SERVICING AND
ADMINISTRATION THAT IT MAY DEEM NECESSARY OR DESIRABLE. WITHOUT LIMITING THE
GENERALITY OF THE FOREGOING, EACH OF THE PROPERTY MANAGER AND THE SPECIAL
SERVICER, IN ITS OWN NAME, WITH RESPECT TO EACH OF THE MORTGAGED PROPERTIES,
LEASES AND MORTGAGE LOANS IT IS OBLIGATED TO SERVICE HEREUNDER, IS HEREBY
AUTHORIZED AND EMPOWERED
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BY THE APPLICABLE ISSUERS AND THE INDENTURE TRUSTEE TO EXECUTE AND DELIVER, ON
BEHALF OF EACH SUCH ISSUER AND THE INDENTURE TRUSTEE: (I) ANY AND ALL FINANCING
STATEMENTS, CONTINUATION STATEMENTS AND OTHER DOCUMENTS OR INSTRUMENTS NECESSARY
TO MAINTAIN THE LIEN CREATED BY ANY MORTGAGE OR OTHER SECURITY DOCUMENT IN THE
RELATED ASSET FILE ON THE RELATED COLLATERAL; (II) IN ACCORDANCE WITH THE
SERVICING STANDARD AND SUBJECT TO SECTIONS 3.08 AND 3.19, ANY AND ALL
MODIFICATIONS, WAIVERS, AMENDMENTS OR CONSENTS TO OR WITH RESPECT TO ANY
DOCUMENTS CONTAINED IN THE RELATED ASSET FILE; AND (III) ANY AND ALL INSTRUMENTS
OF SATISFACTION OR CANCELLATION, OR OF PARTIAL OR FULL RELEASE OR DISCHARGE, AND
ALL OTHER COMPARABLE INSTRUMENTS. SUBJECT TO SECTION 3.10, EACH APPLICABLE
ISSUER AND THE INDENTURE TRUSTEE SHALL, AT THE WRITTEN REQUEST OF A SERVICING
OFFICER OF THE PROPERTY MANAGER OR THE SPECIAL SERVICER, FURNISH, OR CAUSE TO BE
SO FURNISHED, TO THE PROPERTY MANAGER OR THE SPECIAL SERVICER, AS THE CASE
MAY BE, ANY LIMITED POWERS OF ATTORNEY (SUBSTANTIALLY IN THE FORM OF EXHIBIT D
ATTACHED HERETO) AND OTHER DOCUMENTS NECESSARY OR APPROPRIATE TO ENABLE IT TO
CARRY OUT ITS SERVICING AND ADMINISTRATIVE DUTIES HEREUNDER; PROVIDED, HOWEVER,
THAT NONE OF THE ISSUERS, THE ISSUER MEMBERS OR THE INDENTURE TRUSTEE SHALL BE
HELD LIABLE FOR ANY MISUSE OF ANY SUCH POWER OF ATTORNEY BY THE PROPERTY