ISSUER ON A PRESENT VALUE BASIS THAN WOULD LIQUIDATION;
provided, that (x) the limitations, conditions and restrictions set forth in
subparagraphs (i) and (ii) shall not apply to any modification, waiver,
amendment or other action with respect to any Lease or Mortgage Loan that is
required, without the exercise of the Issuer's discretion, under the terms of
such Lease or Mortgage Loan or that is solely within the control of the related
Obligor, (y) notwithstanding the foregoing, neither the Property Manager, nor
the Special Servicer shall be required to oppose the confirmation of a plan in
any bankruptcy or similar proceeding involving an Obligor if in their reasonable
and good faith judgment such opposition would not ultimately prevent the
confirmation of such plan or one substantially similar and (z) none of the
limitations, conditions and restrictions set forth above shall limit the
Property Manager's or the Special Servicer's ability to terminate any Lease or
Mortgage Loan in accordance with the terms thereof;
(B)
THE PROPERTY MANAGER AND THE SPECIAL SERVICER SHALL HAVE NO LIABILITY
TO THE ISSUER, THE INDENTURE TRUSTEE, THE INSURERS, THE HOLDERS OF THE NOTES OR
TO ANY OTHER PERSON IF ITS ANALYSIS AND DETERMINATION THAT THE MODIFICATION,
WAIVER, AMENDMENT OR OTHER ACTION CONTEMPLATED BY SECTION 3.19(A) WOULD NOT
MATERIALLY REDUCE THE LIKELIHOOD OF TIMELY PAYMENT OF AMOUNTS DUE THEREON, OR
THAT SUCH MODIFICATION, WAIVER, AMENDMENT OR OTHER ACTION IS REASONABLY LIKELY
TO PRODUCE A GREATER RECOVERY TO THE ISSUER ON A PRESENT VALUE BASIS THAN WOULD
AN ALTERNATIVE COURSE OF ACTION, SHOULD PROVE TO BE WRONG OR INCORRECT, SO LONG
AS THE ANALYSIS AND DETERMINATION WERE MADE ON A REASONABLE BASIS IN ACCORDANCE
WITH THE SERVICING STANDARD IN GOOD FAITH BY THE PROPERTY MANAGER OR THE SPECIAL
SERVICER, AS THE CASE MAY BE;
(C)
THE PROPERTY MANAGER AND THE SPECIAL SERVICER EACH MAY, AS A
CONDITION TO ITS GRANTING ANY REQUEST BY AN OBLIGOR FOR CONSENT, MODIFICATION,
WAIVER OR INDULGENCE OR ANY OTHER MATTER OR THING, THE GRANTING OF WHICH IS
WITHIN THE PROPERTY MANAGER OR SPECIAL SERVICER'S, AS THE CASE MAY BE,
DISCRETION PURSUANT TO THE TERMS OF THE INSTRUMENTS EVIDENCING OR SECURING THE
RELATED LEASE OR MORTGAGE LOAN AND IS PERMITTED BY THE TERMS OF THIS AGREEMENT,
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REQUIRE THAT SUCH OBLIGOR PAY TO IT, AS ADDITIONAL SERVICING COMPENSATION, A
REASONABLE OR CUSTOMARY FEE FOR THE ADDITIONAL SERVICES PERFORMED IN CONNECTION
WITH SUCH REQUEST, TOGETHER WITH ANY RELATED COSTS AND EXPENSES INCURRED BY IT;
AND
(D)
ALL MODIFICATIONS, WAIVERS, AMENDMENTS AND OTHER ACTIONS ENTERED INTO
OR TAKEN IN RESPECT OF THE LEASE OR MORTGAGE LOAN PURSUANT TO THIS SECTION 3.19
SHALL BE IN WRITING.
EACH OF THE PROPERTY MANAGER AND THE SPECIAL SERVICER
SHALL NOTIFY THE OTHER SUCH PARTY AND THE ISSUER, THE INSURERS AND THE INDENTURE
TRUSTEE, IN WRITING, OF ANY MODIFICATION, WAIVER, AMENDMENT OR OTHER ACTION
ENTERED INTO OR TAKEN IN RESPECT OF ANY LEASE OR MORTGAGE LOAN PURSUANT TO THIS
SECTION 3.19 AND THE DATE THEREOF, AND SHALL DELIVER TO THE