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<br />shall provide to Borrower and Lender the certifications of Lessee and Guarantor, in
<br />each case set forth in Schedule I(C) attached hereto.
<br />Upon the satisfactory review by Lender and special counsel (referred to above) to the
<br />owners of the Pass - Through Certificates of the applicable certificate and supporting
<br />documentation required pursuant to clauses (A), (B) or (C) above (collectively, the
<br />"Schedule I Deliveries "), Lender shall, without any further action or consent of any
<br />owner of a Pass - Through Certificate or any other Person, notify Borrower in writing
<br />that Lender has approved such Schedule I Deliveries, and request that Borrower
<br />execute and deliver the appropriate consent, subordination, deed or other instrument.
<br />If, within five (5) Business Days after such request (or, if later, fifteen (15) days after
<br />Borrower and Lender originally received the relevant request for such action under
<br />Section 30 of Part II of the Lease together with duly executed copies of the applicable
<br />Schedule I Deliveries), Borrower neither executes such instruments nor objects thereto,
<br />then Lender may, without any further action or consent of any owner of a Pass - Through
<br />Certificate or any other Person, execute and deliver to Borrower and Lessee, on
<br />Lender's own behalf and on behalf of Borrower pursuant to the limited power of
<br />attorney granted pursuant to the next succeeding sentence (as applicable), the consent,
<br />subordination, partial release or other instrument as requested pursuant to this
<br />paragraph 9(h). Borrower hereby constitutes and appoints Lender as Borrower's true
<br />and lawful attorney -in -fact and agent, with full power of substitution for Borrower in its
<br />name, place and stead, and with full authority to exercise, do, or perform any act,
<br />power, duty, right or obligation whatsoever that the undersigned now has or may
<br />hereafter acquire the legal right, power or capacity to exercise or perform, in connection
<br />with, arising from or relating to the consummation of the transactions contemplated by
<br />this paragraph 9(h), granting unto said attorney -in -fact and agent full power and
<br />authority to do and perform each and every act and thing requisite and necessary to be
<br />done, as fully to all intents and purposes as Borrower might or could do in person, and
<br />hereby ratifying and confirming all that said attorney -in -fact and agent, or its substitute
<br />or substitutes, may lawfully do or cause to be done by virtue hereof, including, without
<br />limitation, the right to sign, endorse, execute, acknowledge and deliver any instrument
<br />to be executed by Borrower in connection with the provisions of this paragraph 9(h);
<br />provided that Lender may not take any action as attorney -in -fact hereunder unless
<br />permitted under the immediately preceding sentence.
<br />As used herein, (i) the term "Laws" shall mean all present and future laws, statutes,
<br />codes, ordinances, orders, judgments, decrees, injunctions, rules, regulations and
<br />requirements, even if unforeseen or extraordinary, of every duly constituted
<br />governmental authority or agency (but excluding those which by their terms are not
<br />applicable to and do not impose any obligation on Borrower or the Mortgaged Property
<br />or which are due to take effect after the Maturity Date), (ii) the term "Legal
<br />Requirements" shall mean all Laws and all Matters of Record now or in the future of
<br />record which may be applicable to Lessee, Borrower (with respect to the Mortgaged
<br />Property) or to all or any part of or interest in the Mortgaged Property, or to the use,
<br />manner of use, occupancy, possession, operation, maintenance, alteration, repair or
<br />reconstruction of the Mortgaged Property, and (iii) the term "Matters of Record" shall
<br />mean any reciprocal easement agreements or other agreements or documents of record
<br />
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