SERVICER OR THE BACK-UP MANAGER SHALL BE LIABLE TO
THE INDENTURE TRUSTEE, THE INSURER, ANY NOTEHOLDER OR ANY OTHER PERSON FOR
FOLLOWING ANY DIRECTION OF THE 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 BY THE ISSUER AND THE INDENTURE TRUSTEE TO EXECUTE AND
DELIVER, ON BEHALF OF THE 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, THE 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 ISSUER,
THE ISSUER MEMBER OR THE INDENTURE TRUSTEE SHALL BE HELD LIABLE FOR ANY MISUSE
OF ANY SUCH POWER OF ATTORNEY BY THE PROPERTY MANAGER OR THE SPECIAL SERVICER
AND EACH OF THE PROPERTY MANAGER AND THE SPECIAL SERVICER HEREBY AGREE TO
INDEMNIFY THE ISSUER, THE ISSUER MEMBER, EACH INSURER, THE BACKUP MANAGER AND
THE INDENTURE TRUSTEE AGAINST, AND HOLD THE ISSUER, THE ISSUER MEMBER, EACH
INSURER, THE BACKUP 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
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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