THE THEN CURRENT RATINGS THEREOF,
QUALIFIED OR WITHDRAWN.
BORROWER FURTHER COVENANTS AND AGREES THAT BORROWER
SHALL CAUSE OWNER TO REQUIRE THE MANAGER (OR ANY SUCCESSOR MANAGERS) TO MAINTAIN
AT ALL TIMES DURING THE TERM OF THE LOAN WORKER'S COMPENSATION INSURANCE AS
REQUIRED BY GOVERNMENTAL AUTHORITIES.
SECTION 2.33.
POWER OF ATTORNEY.
BORROWER HEREBY IRREVOCABLY APPOINTS AND
INSTRUCTS LENDER AS ITS ATTORNEY-IN-FACT, WITH FULL AUTHORITY IN THE PLACE AND
STEAD OF BORROWER AND IN THE NAME OF BORROWER, LENDER OR OTHERWISE, FROM TIME TO
TIME IN LENDER'S DISCRETION TO TAKE ANY AND ALL ACTIONS NECESSARY AND PROPER, TO
CARRY OUT THE INTENT OF THIS AGREEMENT AND (A) TO PERFECT AND PROTECT THE LIEN,
PLEDGE, ASSIGNMENT AND SECURITY INTEREST OF LENDER CREATED HEREUNDER, (B) FROM
AND DURING THE CONTINUANCE OF AN EVENT OF DEFAULT, (I) TO ASK, DEMAND, COLLECT,
SUE FOR, RECOVER, COMPROMISE, RECEIVE AND GIVE ACQUITTANCE AND RECEIPTS FOR
MONEYS DUE AND TO BECOME DUE UNDER OR IN RESPECT OF ANY OF THE COLLATERAL, (II)
TO FILE ANY CLAIMS OR TAKE ANY ACTION OR INSTITUTE ANY PROCEEDINGS FOR THE
COLLECTION OF ANY OF THE COLLATERAL OR OTHERWISE TO ENFORCE THE RIGHTS OF LENDER
WITH RESPECT TO ANY OF THE COLLATERAL, AND (III) IN CONNECTION WITH THE EXERCISE
OF ANY POWER, RIGHT, PRIVILEGE OR REMEDY PURSUANT TO THIS AGREEMENT, TO MAKE ALL
NECESSARY ASSIGNMENTS, TRANSFERS AND DELIVERIES OF THE COLLATERAL AND RIGHTS AND
TO EXECUTE ALL APPLICATIONS, CERTIFICATES, INSTRUMENTS, ASSIGNMENTS AND OTHER
DOCUMENTS AND PAPERS, (C) TO COLLECT AND RECEIVE ANY INSURANCE PROCEEDS PAID
WITH RESPECT TO ANY PORTION OF THE INSURANCE POLICIES REQUIRED TO BE MAINTAINED
HEREUNDER, AND TO ENDORSE ANY CHECKS, DRAFTS OR OTHER INSTRUMENTS REPRESENTING
ANY INSURANCE PROCEEDS WHETHER PAYABLE BY REASON OF LOSS THEREUNDER OR
OTHERWISE, (D) TO EXERCISE ANY OPTION TO EXTEND OR RENEW THE TERM OF THE GROUND
LEASE IN THE NAME OF AND ON BEHALF OF BORROWER OR OWNER AND (E) FROM AND DURING
THE CONTINUANCE OF AN EVENT OF DEFAULT, TO FILE AND PROSECUTE, TO THE EXCLUSION
OF BORROWER AND OWNER, ANY PROOFS OF CLAIM, COMPLAINTS, MOTIONS, APPLICATIONS,
NOTICES AND OTHER DOCUMENTS, IN ANY CASE IN RESPECT OF THE GROUND LESSOR UNDER
THE BANKRUPTCY CODE.
BORROWER HEREBY RATIFIES, APPROVES AND CONFIRMS ALL
ACTIONS TAKEN BY LENDER AND ITS ATTORNEYS-IN-FACT PURSUANT TO THIS SECTION
2.33.
NEITHER LENDER NOR ANY SAID LENDER OR
30
ATTORNEY-IN-FACT WILL BE LIABLE FOR ANY ACTS OF COMMISSION OR OMISSION NOR FOR
ANY ERROR OF JUDGMENT OR MISTAKE OF FACT OR LAW WITH RESPECT TO ITS DEALINGS
WITH THE COLLATERAL.
THIS POWER OF ATTORNEY, BEING COUPLED WITH AN INTEREST, IS
IRREVOCABLE UNTIL THE DATE UPON WHICH THE DEBT HAS BEEN INDEFEASIBLY SATISFIED
IN FULL.
WITHOUT LIMITING THE FOREGOING, IF BORROWER FAILS TO PERFORM ANY
AGREEMENT OR OBLIGATION CONTAINED HEREIN, LENDER MAY ITSELF PERFORM, OR CAUSE
PERFORMANCE OF, WHERE NECESSARY OR ADVISABLE IN THE NAME OR ON BEHALF OF
BORROWER, AND AT THE EXPENSE OF BORROWER, AS APPLICABLE.
SECTION 2.34.
LEASES.
(A)
BORROWER COVENANTS AND AGREES THAT, FROM THE DATE
HEREOF AND