Common use of Attorney-in-Fact Clause in Contracts

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary and its successors and assigns, as its attorney-in-attorney in fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor labor, or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect Mortgagee’s Beneficiary's interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures, Plans and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s Beneficiary's security interests and rights in or to any of the Mortgaged Propertycollateral, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists and is continuing, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1) Mortgagee : Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit AgreementDefault Rate; (3) Mortgagee Beneficiary as such attorney-in-attorney in fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Grantee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, substitution with full authority in the place and stead of Mortgagor Grantor and in the name of Mortgagor Grantor or otherwise otherwise, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Grantee deems appropriate to protect MortgageeGrantee’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeGrantee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed to Secure Debt or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Options, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve MortgageeGrantee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1I) Mortgagee Grantee shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Grantee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee Grantee as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeGrantee; and (4) Mortgagee Grantee shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof8.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise otherwise, after the occurrence and during the continuance of an Event of Default, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems necessary and appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) promptly after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Company hereby irrevocably appoints Mortgagee Trustee as its Company's attorney-in-fact, which agency is coupled with fact effective during the continuance of an interest and with full power Event of substitutionDefault, with full authority in the place and stead of Mortgagor Company and in the name of Mortgagor Company, Trustee or otherwise (a) Holders or otherwise, from time to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree time in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure Trustee's discretion to take any action which (including completion and presentation of any proxy) and to execute any instrument that Trustee may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation (but subject to the other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Pledged Collateral or any part thereof to the extent it is empowered also Pledged Collateral; (ii) exercise the voting and other consensual rights pertaining to take under the Pledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as fully and completely as though Trustee was the absolute owner thereof for all purposes, and to do, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the Pledged Collateral. Company hereby ratifies and approves all acts of Trustee made or taken pursuant to this Section 7.39. Mortgagor hereby ratifies Except as specifically set forth in Section 11 hereof, neither Trustee nor any Person designated by Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest, shall be irrevocable until all that such attorney Secured Obligations shall lawfully do or cause to be done by virtue hereofhave been paid in full.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Permits, Personalty, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare prepare, execute, and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Actionable Default, to perform any obligation of Mortgagor hereunder; , provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; , (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Debt and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementSecured Debt; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof8.3.

Attorney-in-Fact. Subject to To the Intercreditor Agreementsextent permitted by applicable law, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the LeasesSubleases, Rents, Deposit AccountsPermits, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate or rates at which interest is then computed on the Secured Obligations provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do other than any action of Mortgagee which constitutes gross negligence or cause to be done by virtue hereof2willful misconduct on the part of Mortgagee.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Trustor hereby irrevocably appoints Mortgagee Beneficiary as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor Trustor and in the name of Mortgagor Trustor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems necessary and appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Trustor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) promptly after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Trust Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor Trustor hereunder; provided, however, that (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorTrustor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementObligations; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Trustor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency power of attorney is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof8.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Each Borrower hereby irrevocably makes, constitutes and appoints Mortgagee the Bank (and any officer of the Bank or any Person designated by the Bank for that purpose) as its such Borrower’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in such Borrower’s name, which agency is coupled with an interest place and stead, with full power of substitution, with full authority to (i) take such actions as are permitted in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgageethis Agreement, (bii) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statementsother documents and to do such other acts as the Bank may require to perfect and preserve the Bank’s security interest in, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security enforce such interests and rights in or to any of the Mortgaged PropertyCollateral, and (diii) carry out any remedy provided for in this Agreement, including endorsing such Borrower’s name to checks, drafts, instruments and other items of payment, and proceeds of the Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of such Borrower, changing the address of such Borrower to that of the Bank, opening all envelopes addressed to such Borrower and applying any payments contained therein to the Obligations; provided that all such powers (other than the powers to (1) endorse Borrowers’ names to checks, drafts, instruments and other items of payment, and proceeds of the Collateral received by the Bank, (2) opening mail received into any Lockbox established under Section 6.8 and (3) applying all proceeds of Collateral received by the Bank (including any such proceeds enclosed with the mail opened under the preceding clause (2)) to the Obligations, which powers the Bank may exercise at any time) shall be exercisable by the Bank only after either (x) a request for the applicable Borrower(s) to take such actions and the failure by Borrowers to take such actions within five (5) days of such request or (y) the occurrence and during the continuance of any an Event of Default, to perform any obligation . Each Borrower hereby acknowledges that the constitution and appointment of Mortgagor hereunder; provided, however, such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Each Borrower hereby ratifies and confirms all that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully may do or cause to be done by virtue hereofof any provision of this Agreement.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor Grantor and in the name of Mortgagor Grantor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, substitution with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Mineral Interests, Fixtures, Personalty, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Appurtenances, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any an Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise otherwise: (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, ; (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the “Mineral Interests,” “as-extracted collateral,” “Improvements,” “Premises,” “Fixtures,” “Leases, ,” “Rents, ,” “Personalty,” “Permits,” “Proceeds,” “Deposit Accounts, Property Agreements, ,” “Tax Refunds, Proceeds, ,” “Insurance, ” and “Condemnation Awards and Records Awards” or other Mortgaged Property in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, ; (c) to prepare prepare, execute, and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, ; and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; , provided, however, that that: (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.Secured Obligations;

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Pledgor hereby irrevocably appoints Mortgagee Holder as its Pledgor's true and lawful attorney-in-factfact upon the occurrence of an Event of Default and the creation of enforcement rights hereunder pursuant to Section 7 for the purposes (i) of carrying out the provisions of this Agreement; (ii) of taking all actions and executing all documents that Holder reasonably deems necessary or advisable to accomplish the purposes of this Agreement and/or to protect Holder's interests hereunder; and (iii) while any Event of Default remains uncured, of enforcing Pledgor's rights and/or performing Pledgor's obligations (in Holder's name or in Pledgor's name) under any Collateral Document. In furtherance of item (iii), above, Pledgor shall deliver to Holder, upon Holder's demand while any Event of Default remains uncured, all documents which agency Holder reasonably requires to permit Holder's succession to Pledgor's interests, and to facilitate the enforcement by Holder of Pledgor's rights, with respect to any Collateral Document. The power of attorney granted hereunder is coupled with an interest and is irrevocable. Pledgor shall execute a stock power or assignment document separate from certificate with full power of substitution, with full authority regard to the Shares in the place form set forth in Exhibit "B" attached hereto and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of made a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunderpart hereof; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee stock power or assignment document shall not be liable deemed delivered or otherwise become effective (or constitute a transfer of any interest in the Shares) unless and until the occurrence of an Event of Default which remains uncured. Holder shall hold the above stock power or assignment document in trust in accordance with the forgoing provisions, which shall constitute specific instructions from Pledgor. Holder shall give Pledgor five (5) days' prior written notice of any exercise, use or enforcement of the stock power or assignment document. Pledgor shall, upon the occurrence of an Event of Default which remains uncured, execute and deliver such other or further document or instruments as may be required by APC's stock transfer agent in order to Mortgagor or any other person or entity for any failure effect the transfer of the Shares to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofHolder hereunder.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints the Mortgagee as its the attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead fact of Mortgagor and in for the name purpose of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon carrying out the issuance of a deed pursuant to the foreclosure provisions of this Mortgage or and taking any action and executing any instrument that the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as Mortgagee may be deem necessary or desirable for such purpose, (c) advisable to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to accomplish the purposes hereof at any of the Mortgaged Property, and (d) time after the occurrence and during the continuance of any an Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to which appointment is irrevocable and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3coupled with an interest. The Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof. Without limiting the generality of the foregoing, the Mortgagee shall have the right, but only upon the occurrence and during the continuance of an Event of Default and notice by the Mortgagee to the Borrowers of its intent to exercise such rights, with full power of substitution either in the Mortgagee’s name or in the name of Mortgagor (a) to receive, endorse, assign and/or deliver any and all notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Mortgaged Property or any part thereof; (b) to demand, collect, receive payment of, give receipt for and give discharges and releases of all or any of the Mortgaged Property; (c) to sign the name of Mortgagor on any invoice or xxxx of lading relating to any of the Mortgaged Property; (d) to commence and prosecute any and all suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect or otherwise realize on all or any of the Mortgaged Property or to enforce any rights in respect of any Mortgaged Property; (e) to settle, compromise, compound, adjust or defend any actions, suits or proceedings relating to all or any of the Mortgaged Property; (f) to pay the premiums in respect of all required insurance policies hereunder and under the Credit Agreement and the other Loan Documents; (g) to pay Charges; (h) to make repairs; (i) to discharge Liens; (j) to pay or perform any obligations of the Mortgagor under any Mortgaged Property; and (k) to use, sell, assign, transfer, pledge, make any agreement with respect to or otherwise deal with all or any of the Mortgaged Property, and to do all other acts and things necessary to carry out the purposes of this Mortgage, as fully and completely as though the Mortgagee were the absolute owner of the Mortgaged Property for all purposes, and Mortgagee may expend funds for such purpose or purposes; provided that nothing herein contained shall be construed as requiring or obligating the Mortgagee to make any commitment or to make any inquiry as to the nature or sufficiency of any payment received by the Mortgagee, or to present or file any claim or notice, or to take any action with respect to the Mortgaged Property or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby; provided further that the Mortgagee shall in no event be bound to inquire into the validity of any tax, Lien, imposition or other obligation which the Mortgagor fails to pay or perform as and when required hereby and which the Mortgagor does not contest in accordance with the provisions of the Credit Agreement and the other Loan Documents. Any and all amounts so expended shall be paid by the Mortgagor in accordance with the Credit Agreement and the other Loan Documents, and repayment shall be secured by this Mortgage. Neither the provisions of this Section 7.3 nor any action taken by Mortgagee pursuant to the provisions of this Section 7.3 shall prevent any such failure to observe any covenant contained in this Mortgage nor any breach of warranty from constituting an Event of Default. The Mortgagee and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to Mortgagor for any act or failure to act hereunder, except for their own gross negligence or willful misconduct or that of any of their Affiliates, directors, officers, employees, counsel, agents or attorneys-in-fact.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures, Plans and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements and applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Propertycollateral, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the interest rate provided therefor in Section 2.13(c) of applicable to the Credit AgreementNotes; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which that it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (cb) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration financing statements, and like papers continuation statements necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (dc) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any reasonable and documented sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate or rates at which interest is then computed on the Obligations provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to The Borrower hereby constitutes and appoints the Intercreditor AgreementsLender, Mortgagor hereby irrevocably appoints Mortgagee or any other person whom the Lender may designate, as its the Borrower's attorney-in-fact, at the Borrower's sole cost and expense, to exercise (1) at any time (without notice to the Borrower and irrespective of whether any Event of Default shall have occurred hereunder) all or any of the following powers, and (2) at any time after the occurrence of an Event of Default hereunder, all of the powers set forth in Section 5.03, all of which agency is powers, being coupled with an interest, shall be irrevocable until the Lender's security interest shall have been terminated in writing as set forth in Section 6.07 of this Agreement: (a) to receive, take, endorse, assign and with full power of substitution, with full authority deliver in the place and stead of Mortgagor and Lender's name or in the name of Mortgagor or otherwise (a) the Borrower any and all checks, notes, drafts and other instruments relating to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeAccounts, (b) upon the issuance to receive, open and dispose of a deed pursuant all mail addressed to the foreclosure of this Mortgage or Borrower and to notify postal authorities to change the address for the delivery of a deed in lieu of foreclosure, thereof to execute all instruments of assignment, conveyance or further assurance with respect to such address as the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as Lender may be necessary or desirable for such purpose, designate; (c) to prepare and file or record financing statements and continuation statements, transmit to Purchasers notice of the Lender's interest in the Accounts and to preparedemand and receive from such Purchasers at any time, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any the name of the Mortgaged PropertyLender or of the Borrower or of the designee of the Lender, information concerning the Accounts and the amounts owing thereon; (d) after to notify Purchasers to make payments on the occurrence Accounts directly to the Lender or to a lock box designated by Lender; and during the continuance of any Event of Default(e) to take or to bring, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) name of the Credit Agreement; (3) Mortgagee as Lender or in the name of the Borrower, all steps, action, suits or proceedings deemed by the Lender necessary or desirable to effect collection of the Accounts. All acts of such attorney-in-fact shall only be accountable for such funds as or designee taken pursuant to this Section or Section 5.03 are actually received hereby ratified and approved by Mortgagee; the Borrower, and (4) Mortgagee said attorney or designee shall not be liable to Mortgagor or any other person or entity for any failure to take acts or omissions nor for any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do error of judgment or cause to be done by virtue hereofmistake of fact or law.

Attorney-in-Fact. Subject The Grantor hereby irrevocably appoints, subject to the Intercreditor Agreementsrights of the Prior Lienholders, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-factthe Collateral Agent and any officer or agent thereof, which agency is coupled with an interest and with full power of substitution, with full and authority in the place and stead of Mortgagor the Grantor and in the name of Mortgagor the Grantor or otherwise in its own name to: (ai) endorse the Grantor's name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into the Collateral Agent's possession; (ii) sign the Grantor's name on any invoice or xxxx of lading relating to execute and/or record any Accounts, drafts against Customers, schedules and assignments of Accounts, notices of completionassignment, cessation financing statements and other public records, verifications of labor account and notices to or from Customers; (iii) verify the validity, amount or any other notices that Mortgagee reasonably deems appropriate matter relating to protect Mortgagee’s interestany Account Receivable (as defined in the Code) by mail, if Mortgagor shall fail telephone, telegraph or otherwise with Customers; (iv) execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (v) do so within ten all things necessary to carry out this Security Agreement and all other documents and agreements related hereto; (10vi) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed continue any insurance existing pursuant to the foreclosure terms of this Mortgage Security Agreement and pay all or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor any part of the grantee of any such deed premium therefor and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, cost thereof; and (dvii) on or after the occurrence and during the continuance continuation of any an Event of Default, notify the post office authorities to perform any obligation change the address for delivery of Mortgagor hereunder; providedthe Grantor's mail to an address designated by the Collateral Agent, howeverand to receive, that (1) Mortgagee open and dispose of all mail addressed to the Grantor. The Grantor hereby ratifies and approves all acts of the attorney. The powers conferred on the Collateral Agent hereunder are solely to protect the Secured Parties' interests in the Collateral and shall not under impose any circumstances be obligated duty upon them to perform exercise any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in powers. Neither the Secured Obligations and, if not paid when due, shall bear interest at Collateral Agent nor the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not attorney will be liable to Mortgagor or any other person or entity for any failure to take acts or omissions or for any action which it error of judgment or mistake of fact or law. This power, being coupled with an interest, is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofirrevocable until the Obligations have been fully satisfied.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints ---------------- Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3Section. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.-------

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee (on behalf of the Lenders) and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten twenty (1020) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsFixtures, Property Agreementspersonalty, Tax Refunds, Proceeds, Insurance, Condemnation Awards plans and Records property agreements in favor of the grantee Mortgagee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Propertycollateral, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in set forth under Section 2.13(c1.3(c) of the Credit Agreement; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3Section. Mortgagor hereby ratifies all that such attorney This appointment shall lawfully do or cause to be done by virtue hereofnot terminate on the disability of the Mortgagor.

Attorney-in-Fact. Subject to the First Lien Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the highest applicable rate provided therefor in among Section 2.13(c2.11(c) of the Credit Agreement, Section 1 of the Note pursuant to the Indenture and any corresponding provision of any Specified Other First Lien Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) Business Days after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsIntangible Property, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSECTION 10.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures, Plans and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged Propertycollateral, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit AgreementDefault Rate; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor Grantor and in the name of Mortgagor Grantor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect Mortgagee’s Beneficiary's interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s Beneficiary's security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-attorney in fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor labor, or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures, Plans and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged Propertycollateral, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists and is continuing, to perform any obligation of Mortgagor hereunder; provided, however, that (1) : Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit AgreementDefault Rate; (3) Mortgagee as such attorney-in-attorney in fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Grantee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Grantee deems appropriate to protect MortgageeGrantee’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeGrantee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Security Deed or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve MortgageeGrantee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1i) Mortgagee Grantee shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2ii) any sums advanced by Mortgagee Grantee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee Grantee as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeGrantee; and (4iv) Mortgagee Grantee shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementObligations; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee Mortgagee, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, substitution with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementObligations; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-factfact with full power of substitution, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten thirty (1030) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged Property, and (d) after upon the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; : and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.5.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary and its successors and assigns as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1i) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2ii) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate or rates at which interest is then computed on the Obligations provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within thirty (30) of the Credit Agreementdays demand therefor; (3iii) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4iv) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (ai) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (bii) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (ciii) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged PropertyProperty upon Mortgagor's failure to do so, and (div) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1a) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2b) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3c) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4d) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-factattorney‑in‑fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) after the occurrence and during the continuance of any Event of Default, to execute and/or or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) 10 days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, Property and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact attorney‑in‑fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof7.03.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor The Grantor hereby irrevocably appoints Mortgagee the Secured Parties or any other person whom the Secured Parties may designate as its the Grantor’s attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full and authority in the place and stead of Mortgagor the Grantor and in the name of Mortgagor the Grantor or otherwise in its own name to take any of the following actions upon the occurrence and continuation of an Event of Default: (ai) endorse the Grantor’s name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into the Secured Parties’ possession; (ii) sign the Grantor’s name on any invoice or xxxx of lading relating to execute and/or record any Accounts, drafts against customers, schedules and assignments of Accounts, notices of completionassignment, cessation financing statements and other public records, verifications of labor account and notices to or from Customers; (iii) verify the validity, amount or any other notices that Mortgagee reasonably deems appropriate matter relating to protect Mortgagee’s interestany Receivable by mail, if Mortgagor shall fail telephone, telegraph or otherwise with Customers; (iv) execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (v) do so within ten all things necessary to carry out this Agreement and all other Loan Documents; (10vi) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed continue any insurance existing pursuant to the foreclosure terms of this Mortgage Agreement and pay all or any part of the premium therefor and the cost thereof; and (vii) notify the post office authorities to change the address for delivery of a deed in lieu of foreclosure, the Grantor’s mail to execute all instruments of assignment, conveyance or further assurance with respect to an address designated by the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statementsSecured Parties, and to preparereceive, execute open and file or record applications for registration dispose of all mail addressed to the Grantor. The Grantor hereby ratifies and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any approves all acts of the Mortgaged Property, attorney. The powers conferred on the Secured Parties hereunder are solely to protect their interests in the Collateral and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under impose any circumstances be obligated duty upon them to perform exercise any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in powers. Neither the Secured Obligations and, if not paid when due, shall bear interest at Parties nor the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not attorney will be liable to Mortgagor or any other person or entity for any failure acts or omissions. This power, being coupled with an interest, is irrevocable so long as an account which is assigned to take any action the Secured Parties or in which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofthe Secured Parties have a security interest remains unpaid and until the Obligations have been fully satisfied.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personality, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to Upon the Intercreditor Agreementsoccurrence of an Event of Default that has not been waived, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise otherwise, (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the “Mineral Interests”, “as-extracted collateral”, “Improvements”, “Premises”, “Fixtures”, “Leases”, “Rents”, “Personalty”, “Permits”, “Proceeds”, “Deposit Accounts”, Property Agreements, “Tax Refunds”, Proceeds, “Insurance, ” and “Condemnation Awards and Records Awards” or other Mortgaged Property in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare prepare, execute, and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; , provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; , (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Debt and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit Agreement; Secured Debt, (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; , and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof8.5.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor Grantor and in the name of Mortgagor Grantor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation 1 To be included only if a deed of trust or trust deed. statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.03.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor Grantor and in the name of Mortgagor Grantor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Permits, Personalty, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare prepare, execute, and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Actionable Default, to perform any obligation of Mortgagor Grantor hereunder; , provided, however, that (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of Mortgagor; Grantor, (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Debt and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementSecured Debt; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to During the Intercreditor Agreementscontinuance of an Event of Default, Mortgagor Borrower hereby irrevocably appoints Mortgagee as First Union its attorney-in-attorney in fact, which agency with full power of substitution, for and on behalf and in the name of Borrower to endorse and deliver to First Union or any other person any checks, instruments or other papers coming into First Union's possession representing payments made on Mortgage Notes or in respect to the Mortgage Notes or Purchase Commitments; to endorse and deliver in the name of Borrower any Mortgage Note; to do every other thing necessary or desirable to effect transfer of a Mortgage and related Mortgage Note to First Union or to any other person in accordance with the terms of this Agreement; to take all necessary and appropriate action in the name of Borrower with respect to Mortgage Loans and the servicing of Mortgage Loans; to commence, prosecute, settle, discontinue, defend, or otherwise dispose of any claim relating to any Purchase Commitment, Mortgage Loan, Mortgage Note, or other Collateral; and to sign Borrower's name whenever appropriate to effect the performance of this Agreement. Notice of the taking of any such action shall be promptly given to Borrower. This Section shall be liberally construed so as to give the greatest latitude to First Union's power, as attorney, to collect, sell and deliver Mortgage Loans as evidenced by Mortgage Notes and all other documents relating thereto. The power of attorney conferred by this Section is granted for a valuable consideration and is coupled with an interest and with full power of substitution, with full authority in is irrevocable so long as the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor Loan shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofremain unpaid.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate are necessary to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee; provided, however, that Mortgagee shall not execute or record any such notices with respect to Permitted Liens, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Permits, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare prepare, execute, and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; , provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; , (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Debt and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementSecured Debt; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof8.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender and any designee of Lender as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such Borrower's attorney-in-fact and authorizes Lender or such designee, at Borrower's sole expense, to exercise at any times in Lender's or such designee's discretion all or any of the following powers, which powers of attorney, being coupled with an interest, shall only be accountable irrevocable until all Obligations have been paid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (b) transmit to account debtors, other obligors or any bailees notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrower or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto, (c) notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (d) take or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the accounts and other Collateral, (e) after an Event of Default, change the address for such funds as are delivery of mail to Borrower and to receive and open mail addressed to Borrower (Lender agrees to use its best efforts to forward to Borrower any mail addressed to Borrower actually received by Mortgagee; Lender pursuant to this Section 5.5(e) which does not relate to the Obligations, the Collateral, any transactions arising hereunder or related hereto), (f) after an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations, and (4g) Mortgagee shall not be liable execute in the name of Borrower and file against Borrower in favor of Lender financing statements or amendments with respect to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofthe Collateral.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-factfact with full power of substitution, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten thirty (1030) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Security Instrument or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Property, Leases, Rents, Deposit AccountsFixtures, Property AgreementsPersonalty, Tax Refunds, Proceeds, Insurance, Condemnation Awards Proceeds and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, and (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and if Mortgagor shall fail to do so within ten (d10) days after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunderwritten request by Mortgagee; provided, however, that : (1) Mortgagee shall not under any no circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof7.4.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor Grantor and in the name of Mortgagor Grantor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Permits, Personalty, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare prepare, execute, and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Actionable Default, to perform any obligation of Mortgagor Grantor hereunder; , provided, however, that (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of Mortgagor; Grantor, (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Debt and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementSecured Debt; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof8.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-factattorney‑in‑fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact attorney‑in‑fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-attorney in fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-attorney in fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) after the occurrence and during the continuance of any Event of Default, to execute and/or or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) 10 days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, Property and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof7.03.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten thirty (1030) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) or rates at which interest is then computed on the Indebtedness pursuant to the terms of the Credit AgreementAgreement provided that from the date incurred said advance is not repaid within five (5) days demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3Section. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.MORTGAGEE AS AGENT

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of upon reasonable prior notice to Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums reasonably advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate provided therefor or rates set forth in Section 2.13(c) 2.13 of the Credit AgreementAgreement provided that from the date incurred said advance is not repaid within five days demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject To the extent necessary or appropriate to perform its duties hereunder, the Collateral Manager shall have the power to execute and deliver all necessary and appropriate documents and instruments in the name and on behalf of the Issuer with respect thereto. The Issuer hereby delegates to the Intercreditor AgreementsCollateral Manager all powers, Mortgagor duties and responsibilities with regard to the management and administrative services to be provided to the Issuer as contemplated by Sections 2 and 3. In furtherance of the foregoing, the Issuer hereby irrevocably makes, constitutes and appoints Mortgagee the Collateral Manager, with full power of substitution (any person in favor of which such power of substitution shall be exercised being referred to as a “Subattorney”), as its true and lawful agent and attorney-in-fact, with full power and authority in its name, place and stead (a) to sign, execute, certify, swear to, acknowledge, deliver, file, receive and record any and all documents (including tax documents and documents in connection with compliance with any applicable implementing legislation in any relevant jurisdiction), and to make any payment, which agency the Collateral Manager reasonably deems necessary or appropriate in connection with its duties under this Agreement and (b) to (1) vote in its discretion any Assets, (2) execute proxies, waivers, consents and other instruments with respect to such Assets, (3) endorse, transfer or deliver such investments, (4) participate in or consent (or decline to consent) to any modification, work-out, restructuring, bankruptcy proceeding, winding-up, class action, plan or reorganization, merger, combination, consolidation, liquidation or similar plan or transaction with regard to such investments and (5) exercise the rights and remedies of the Issuer under the hedge agreements, if any. This grant of power of attorney is coupled with an interest and with full power of substitutionand, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage extent permitted by applicable law, irrevocable, and it shall survive and not be affected by the subsequent dissolution or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor bankruptcy of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunderIssuer; provided, however, that (1) Mortgagee this grant of power of attorney shall not under expire, and the Collateral Manager and any circumstances be obligated Subattorney shall cease to perform have any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added power to and included in act as the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such Issuer’s agent or attorney-in-fact fact, upon termination of this Agreement or, in the case of a Collateral Manager that has resigned or that has been removed, as applicable, under the terms hereunder, upon the effectiveness of such resignation or removal. Each of the Collateral Manager and the Issuer shall only take such other actions, and furnish such certificates, opinions and other documents, as may be accountable for such funds as are actually received reasonably requested by Mortgagee; the other party hereto in order to effectuate the purposes of this Agreement and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under facilitate compliance with applicable laws and regulations and the terms of this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofAgreement.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate at which interest is then computed on the Indebtedness provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultSecured Debt Default exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Priority Lien Obligations and, if not paid when due, and shall bear interest at the rate or rates at which interest is then computed on the Priority Lien Obligations provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Borrower hereby irrevocably authorizes and appoints Mortgagee Lender, or any Person as its Lender may designate, as Borrower's attorney-in-fact, at Borrower's cost and expense, to exercise all of the following powers either before or upon the occurrence of an Event of Default, which agency is being coupled with an interest interest, shall be irrevocable until all of the Obligations to Lender have been paid and with full power of substitutionsatisfied in full: (a) to receive, with full authority in the place take, endorse, sign, assign and stead of Mortgagor and deliver, all in the name of Mortgagor Lender or otherwise (a) Borrower, as the case may be, any and all checks, notes, drafts, and other documents or instruments relating to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate the Collateral and to protect Mortgagee’s interest, if Mortgagor shall fail apply such amount to do so within ten (10) days (or such longer period as Mortgagee may agree the Obligations in its reasonable discretion) after written request by Mortgagee, accordance with this Agreement; (b) to receive, open and dispose of all mail addressed to Borrower in connection with any lockbox or Deposit Account under Lender's Control and upon the issuance occurrence of a deed pursuant an Event of Default to notify postal authorities to change the foreclosure of this Mortgage or the address for delivery of a deed in lieu of foreclosure, thereof to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and address as Lender may be necessary or desirable for such purpose, designate; (c) to prepare request periodically from Obligors, in the name of Borrower or a third party designee of Lender, information concerning the Accounts and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any verification of the Mortgaged Property, and amounts owing thereon; (d) after the occurrence and during the continuance to give Obligors notice of any Event of DefaultLender's interest therein, and/or to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated instruct such Obligors to perform any obligation of Mortgagormake payment directly to Lender for Borrower's account; (2e) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included take or bring, in the Secured Obligations andname of Lender or Borrower, if not paid when dueall steps, shall bear interest at the rate provided therefor in Section 2.13(c) actions, suits or proceedings deemed by Lender necessary or desirable to enforce or effect collection of the Credit AgreementAccounts; (3f) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgageeto execute, file, record and register any or all of Lender's security interest in any Proprietary Rights with the United States Patent and Trademark Office; and (4g) Mortgagee shall not be liable to Mortgagor do all other acts and things as Lender may deem reasonable to protect or any other person or entity for any failure to take any action which it is empowered to take preserve Lender's interest under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do Agreement or cause to be done by virtue hereoffulfill Borrower's obligations under this Agreement.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementSecured Obligations; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.39.3, except for their own gross negligence or wilful misconduct. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.Exhibit N

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Operational Assets, Fixtures, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Trust Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that : (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit AgreementApplicable Rate; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.39.3. Mortgagor hereby ratifies all Notwithstanding the foregoing, Beneficiary shall be liable for its gross negligence, willful misconduct, and bad faith in connection with exercising its rights hereunder. Regardless of any provision of this Deed of Trust or the Indebtedness Documents, Beneficiary shall not be considered to have accepted any property other than cash or immediately available funds in satisfaction of any obligation of Grantor to Beneficiary unless Beneficiary has given express written notice of Beneficiary’s election of that such attorney shall lawfully do remedy in accordance with NRS 104.9505, as it may be amended or cause recodified from time to be done by virtue hereoftime.

Attorney-in-Fact. Subject The Trustee shall not be liable for any delay, neglect, or failure to effect collection of any proceeds or to take any other action in connection therewith or hereunder; but the Intercreditor AgreementsTrustee shall have the right, Mortgagor at its election, in the name of the Assignor or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Trustee in order to collect such funds and to protect the interests of the Trustee and the holders of the Notes, and/or the Assignor, with all reasonable costs, expenses and attorneys’ fees incurred in connection therewith being paid by the Assignor. The Assignor does hereby irrevocably appoints Mortgagee appoint and constitute the Trustee as its the Assignor’s true and lawful attorney-in-fact, which agency is coupled with an interest and fact with full power of substitution, with full authority in the place and stead of Mortgagor and (in the name of Mortgagor the Assignor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosureotherwise), to execute ask, require, demand, receive, compound, and give acquittance for any and all moneys and claims for moneys assigned hereby, to endorse any checks or other instruments of assignmentor orders in connection therewith, conveyance to file any claims or further assurance with respect take any action or institute any proceedings which the Trustee may deem to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statementsadvisable in the premises, and to preparefile, execute without the signature of the Assignor, any and file all financing statements or record applications for registration and like papers similar documents, other instruments, documents or agreements or renewals thereof arising from this Assignment which the Trustee may deem to be reasonably necessary or advisable in order to create, perfect or preserve Mortgagee’s maintain the security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunderinterest granted hereby; provided, however, that (1) Mortgagee the Trustee shall not under take any circumstances action pursuant to the power granted by this Section 2.08 unless an Event of Default shall have occurred and be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) continuing. Such appointment of the Credit Agreement; (3) Mortgagee Trustee as such attorney-in-fact is irrevocable and is coupled with an interest. Nothing contained in this Section 2.08 shall only be accountable for such funds deemed or considered as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or creating any other person or entity for any failure obligation on the part of the Trustee to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofof the actions described herein.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, definition of Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject Such Selling Shareholder has duly executed and ---------------- delivered a power of attorney and custody agreement (with respect to such Selling Shareholder, the "Power of Attorney" and the "Custody Agreement," respectively), each in the form heretofore delivered to the Intercreditor AgreementsPlacement Agents, Mortgagor hereby irrevocably appoints Mortgagee appointing Xxxxxxxxxx X. Xxxxxxx such Selling Shareholder's attorney in fact (the "Attorney in Fact") with authority to execute, deliver and perform this Agreement on behalf of such Selling Shareholder and appointing Xxxxxxx X. Xxxxxx as its attorney-in-factcustodian thereunder (the "Custodian"). Certificates in negotiable form, which agency is coupled with an interest and with full power of substitutionendorsed in blank or accompanied by blank stock powers duly executed, with full authority in signatures appropriately guaranteed, representing the place and stead of Mortgagor and in Shares to be sold by such Selling Shareholder hereunder have been deposited with the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed Custodian pursuant to the foreclosure Custody Agreement for the purpose of delivery pursuant to this Agreement. Such Selling Shareholder has full power (corporate and other) to enter into the Custody Agreement and the Power of Attorney and to perform its obligations under the Custody Agreement. The Custody Agreement and the Power of Attorney have been duly authorized by all necessary corporate action of such Selling Shareholder and, assuming due authorization, execution and delivery by the Custodian, are the legal, valid, binding and enforceable instruments of such Selling Shareholder. Such Selling Shareholder agrees that each of the Shares represented by the certificates on deposit with the Custodian is subject to the interests of the Investors hereunder, that the arrangements made for such custody, the appointment of the Attorney in Fact and the right, power and authority of the Attorney in Fact to execute and deliver this Agreement, to agree on the price at which the Shares (including such Selling Shareholder's Shares) are to be sold to the Investors, and to carry out the terms of this Mortgage Agreement, are to that extent irrevocable and that the obligations of such Selling Shareholder hereunder shall not be terminated, except as provided in this Agreement or the Custody Agreement, by any act of such Selling Shareholder, by operation of law or otherwise, whether in the case of any individual Selling Shareholder by the death or incapacity of such Selling Shareholder, in the case of a trust or estate by the death of the trustee or trustees or the executor or executors or the termination of such trust or estate, or in the case of a corporate or partnership Selling Shareholder by its liquidation or dissolution or by the occurrence of any other event. If any individual Selling Shareholder, trustee or executor should die or become incapacitated or any such trust should be terminated, or if any corporate or partnership Selling Shareholder shall liquidate or dissolve, or if any other event should occur, before the delivery of a deed in lieu of foreclosuresuch Shares hereunder, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable certificates for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of Shares deposited with the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) Custodian shall be added to delivered by the Custodian in accordance with the respective terms and included conditions of this Agreement as if such death, incapacity, termination, liquidation or dissolution or other event had not occurred, regardless of whether or not the Custodian or the Attorney in the Secured Obligations and, if not paid when due, Fact shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually have received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofnotice thereof.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee deems reasonably deems appropriate necessary to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; providedhereunder if Mortgagor shall fail to perform any such obligation within fifteen (15) days after being notified thereof by Mortgagee, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under (including all sums advanced by Mortgagee pursuant to Section 4.9(b5.9 hereof) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at a rate which is 2% per annum in excess of the interest rate provided therefor payable under the Credit Agreement, to the extent and in accordance with Section 2.13(c) 2.2E of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender and its successors and assigns, as its attorney-in-fact, which agency appointment is irrevocable and coupled with an interest interest, after the occurrence and with full power during the continuance of substitution, with full authority in the place and stead an Event of Mortgagor and in the name of Mortgagor or otherwise Default (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Lender deems appropriate to protect Mortgagee’s Lender's interest, if Mortgagor Borrower shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeLender, (b) upon the issuance of a deed or assignment of lease pursuant to the foreclosure of this Mortgage Security Instrument or the delivery of a deed or assignment of lease in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures, Plans and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed or the assignee of any such assignment of lease and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s Lender's security interests and rights in or to any of the Mortgaged PropertyCollateral, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault is continuing, to perform any obligation of Mortgagor Borrower hereunder; provided, however, that : (1) Mortgagee Lender shall not under any circumstances be obligated to perform any obligation of MortgagorBorrower; (2) any sums advanced by Mortgagee Lender in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit AgreementDefault Rate; (3) Mortgagee Lender as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeLender; and (4) Mortgagee Lender shall not be liable to Mortgagor Borrower or any other person or entity for any failure to take any action which that it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) after the occurrence and during the continuance of any Event of Default, to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-factattorney‑in‑fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures, Plans and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged Propertycollateral, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit AgreementDefault Rate; (3) Mortgagee as such attorney-in-fact attorney‑in‑fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) Business Days after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1i) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2ii) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4iv) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records constituting Trust Property in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Trust Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that : (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementSecured Obligations; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.39.3. Mortgagor hereby ratifies all that such attorney Notwithstanding the foregoing, Beneficiary shall lawfully do or cause to be done by virtue hereofliable for its gross negligence, willful misconduct, and bad faith in connection with exercising its rights hereunder.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Each Borrower hereby irrevocably makes, constitutes and appoints Mortgagee Lender (and any officer of Lender or any Person designated by Lender for that purpose) as its such Borrower’s true and lawful proxy and attorney-in-fact, which agency is coupled with an interest (and agent-in-fact) in such Borrower’s name, place and stead, with full power of substitution, with full authority to (i) take such actions as are permitted in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgageethis Agreement, (bii) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statementsother documents and to do such other acts as Lender may require to perfect and preserve Lender’s security interest in, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security enforce such interests and rights in or to any of the Mortgaged PropertyCollateral, and (diii) after carry out any remedy provided for in this Agreement, including, without limitation, endorsing such Borrower’s name to checks, drafts, instruments and other items of payment, and proceeds of the occurrence Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of such Borrower, changing the address of such Borrower to that of Lender, opening all envelopes addressed to such Borrower and during applying any payments contained therein to the continuance of any Event of DefaultObligations. Notwithstanding anything to the contrary in the immediately preceding sentence, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee Lender shall not under execute any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee document as such attorney-in-fact of such Borrower unless (x) such Borrower shall only have failed or refused to execute the same within five (5) Business Days after Lender’s request therefor, or (y) in Lender’s good faith determination, it would be accountable materially prejudiced by the delay involved in making such a request. Lender shall give prompt notice to the Borrowers of any exercise of the power of attorney as provided for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under in this Section 7.312.6, along with copies of all documents executed in connection therewith. Mortgagor Each Borrower hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. Each Borrower hereby ratifies and confirms all that such attorney shall lawfully attorney-in- fact may do or cause to be done by virtue hereofof any provision of this Agreement.

Attorney-in-Fact. Subject Without limiting any rights or powers granted by this Agreement to the Intercreditor AgreementsFirst Lien Collateral Agent while no Event of Default has occurred and is continuing, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of DefaultDefault the First Lien Collateral Agent is appointed the attorney in fact of each Subsidiary Guarantor for the purpose of carrying out the provisions of this Section 5 and taking any action and executing any instruments that the First Lien Collateral Agent may deem necessary or advisable to accomplish the purposes hereof, to perform any obligation which appointment as attorney in fact is irrevocable and coupled with an interest. Without limiting the generality of Mortgagor hereunder; providedthe foregoing, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) so long as the First Lien Collateral Agent shall be added entitled under this Section 5 to make collections in respect of the Collateral, the First Lien Collateral Agent shall have the right and included power to receive, endorse and collect all checks made payable to the order of any Subsidiary Guarantor representing any dividend, payment or other distribution in respect of the Secured Obligations and, if not paid when due, shall bear interest at Collateral or any part thereof and to give full discharge for the rate provided therefor in Section 2.13(c) same. The actions of the First Lien Collateral Agent hereunder are subject to the provisions of the Credit Agreement (including the rights, protections, privileges, benefits, indemnities and immunities, which are incorporated herein mutatis mutandis, as if a part hereof) and the [Signature Page to First Lien BrandCo Guarantee and Security Agreement; ] BrandCo Intercreditor Agreement. The First Lien Collateral Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (3) Mortgagee as such attorneyincluding, without limitation, the release or substitution of the Collateral), in accordance with this Agreement, the Credit Agreement and the BrandCo Intercreditor Agreement. The First Lien Collateral Agent may employ agents and attorneys-in-fact in connection herewith in accordance with the Credit Agreement and the BrandCo Intercreditor Agreement. The First Lien Collateral Agent may resign and a successor First Lien Collateral Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the First Lien Collateral Agent by a successor First Lien Collateral Agent, that permitted successor shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring First Lien Collateral Agent under this Agreement, and the retiring First Lien Collateral Agent shall thereupon be discharged from its duties and obligations under this Agreement from and after the exact time of such discharge. After any retiring First Lien Collateral Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the First Lien Collateral Agent. Notwithstanding anything in this Agreement to the contrary and unless otherwise provided in the BrandCo Intercreditor Agreement, the First Lien Collateral Agent shall act or refrain from acting with respect to any Collateral or any occasion requiring or permitting an approval, consent, discretion, waiver, election or other action on the part of the First Lien Collateral Agent only be accountable for such funds as are actually received by Mortgageeon the written instructions and at the written direction of the holders of a majority of the aggregate principal amount of the Obligations then outstanding; and (4) Mortgagee provided that the First Lien Collateral Agent shall not be liable to Mortgagor or any other person or entity for any failure required to take any action which it that, in its opinion or the opinion of its counsel, may expose the First Lien Collateral Agent or the Administrative Agent to liability or that is empowered contrary to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do the Loan Documents or cause to be done by virtue hereofapplicable laws.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (cb) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration financing statements, and like papers continuation statements necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (dc) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate or rates at which interest is then computed on the Obligations provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures, Plans and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at an interest rate equal to the rate provided therefor in Section 2.13(c) of Base Rate plus the Credit AgreementBase Rate Margin plus 2.0% per annum; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably the Trustee deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee the Trustee may agree in its reasonable discretionagree) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c2.15(b) of the Credit AgreementIndenture; (3) Mortgagee as such attorney-in-fact shall Confidential Treatment Requested by The Fresh Market Holdings, Inc. Pursuant to 17 C.F.R. Section 200.83 only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject The Debtor hereby appoints the Administrative Agent the attorney-in-fact of the Debtor (which power of attorney shall be exercised only during the continuance of an Event of Default) for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest, any proxy or proxies heretofore given by the Debtor to any other Person being hereby revoked. Without limiting the generality of the foregoing, after the occurrence of and during the continuance of an Event of Default, the Administrative Agent shall have the right, with full power of substitution either in the Administrative Agent's name or in the name of the Debtor, to execute, acknowledge, deliver, and record or file all documents, instruments, agreements, financing statements and schedules or exhibits thereto in order to preserve and perfect the security interest granted hereunder, to exercise all rights and privileges to the Intercreditor Agreementssame extent the Debtor shall have been entitled under the Company Documents and in accordance with applicable law, Mortgagor hereby irrevocably appoints Mortgagee including without limitation, after written notice to the Debtor, all voting rights of the Debtor as its a member of any Company, and to ask for, demand, xxx for, collect, receive, receipt and give acquittance for any and all monies due or to become due under and by virtue of any of the Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Debtor representing any distribution, dividend, or other amount payable in respect of the Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided that nothing contained in this Agreement shall be construed as requiring or obligating the Administrative Agent to make any payment to any party in respect of the Collateral, or to make any inquiry as to the nature or sufficiency of any payment received by the Administrative Agent, or to present or file any claim or notice, or to take any action with respect to the Collateral (or any other collateral for or any guarantee in respect 427 of any of the Obligations or Secured Obligations) or any part thereof or the monies due or to become due in respect thereof or any property covered thereby, or to extend any credit or accommodation thereof to any party, and no action taken by the Administrative Agent or omitted to be taken with respect to the Collateral (or any other collateral for or any guarantee in respect of any of the Obligations or Secured Obligations) or any part thereof shall give rise to any defense, counterclaim or offset in favor of any Company or the Debtor or any other member of any Company or any guarantor of any of the Obligations or Secured Obligations or to any claim or action against the Administrative Agent, in the absence of the gross negligence or willful misconduct of the Administrative Agent as determined by a court of competent jurisdiction; provided further, that the Administrative Agent shall not have the right to exercise any voting or other consent rights referred to in Section 4(b) hereof unless and until the Administrative Agent shall have given the notice of election referred to in that Section. The Debtor’s appointment of the Administrative Agent as attorney-in-fact, which agency is coupled with an interest and with full power the Administrative Agent's right to execute, acknowledge, perform, deliver, record, or file documents (including the making of substitutionUniform Commercial Code financing statement filings without the signature, with full authority and on behalf, of the Debtor) and to endorse checks, drafts, orders and other instruments for the payment of money payable to the Debtor representing any distribution, dividend, or other amount payable in respect of the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor Collateral or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (part thereof or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when dueon account thereof, shall bear interest at commence on the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue date hereof.

Attorney-in-Fact. Subject to the Intercreditor AgreementsShould an Event of Default occur hereunder, Mortgagor Borrower hereby irrevocably designates, constitutes and appoints Mortgagee as Lender its true and lawful attorney-in-fact, which agency is coupled with an interest and fact with full power of substitution, substitution and with full authority and irrevocable power (which power shall be deemed coupled with an interest), in the place and stead of Mortgagor Borrower and in the name of Mortgagor the Borrower, Lender, or both of them, at any time or from time to time in the sole discretion of Lender: (i) to take over and complete production of the Picture and to lease, license, sell or otherwise dispose of the Picture and/or such distribution rights in and to the Picture and such rights therein as have not been disposed of on the date of such default by Borrower as permitted hereunder (a) or to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail engage others to do so within ten with the costs and expenses thereof to be recoupable by Lxxxxx as provided in paragraph 7.5 and 7.7 hereof); (10ii) days to negotiate such lease, license, sale or other agreements and to enter into such agreements on behalf of Borrower on such terms and conditions (or not in conflict with the terms and conditions of such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of agreements consistent with this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance Agreement with respect to the LeasesCollateral only as have theretofore been entered into by Borrower and which Lender has been made aware of) as Lender deems appropriate; (iii) to renegotiate a Distribution Agreement or such other agreements as Lender has a Security Interest in pursuant to paragraph 4 hereof as Lender in its sole and exclusive discretion deems proper; (iv) to require, Rentsdemand, Deposit Accountscollect, Property Agreementsreceive, Tax Refundssettle, Proceedsadjust, Insurancecompromise and to give acquittances and receipts for the payment of any and all monies payable pursuant to the a Distribution Agreement or such other agreements as Lender has a Security Interest in pursuant to paragraph 4 hereof and such licenses and agreements as Lender may enter into as aforesaid; (v) to file any claims and/or proofs of claim, Condemnation Awards and Records in favor to commence, maintain or discontinue any actions, suits or other proceedings deemed by Lender advisable for the purpose of the grantee collecting or enforcing payment of any such deed monies against the Collateral only; (vi) to endorse any checks, drafts or other orders or instruments for the payment of monies payable to Borrower in connection with the Collateral only which shall be issued in respect of such monies; (vii) to execute any and all such instruments, agreements or documents consistent herewith as may be necessary or desirable for in the premises, and Lender shall promptly provide copies to Borrower of such purposeinstruments, agreements or documents so executed upon written request of Bxxxxxxx, provided that failure to so provide such copies of documents shall not be a default hereunder; (cviii) to prepare apply any receipts so derived as herein provided; (ix) to exercise all rights available to it under the UCC; and file or record financing statements and continuation statements, (x) to have a receiver appointed and to prepare, execute and file sell the Collateral at a public or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; providedprivate sale. Lender, however, that (1) Mortgagee shall not under any circumstances be obligated to perform make any obligation demand or present or file any claim or take any action authorized hereby. Borrower shall gather up and deliver to Lender all materials, books, records, documents and things of Mortgagor; (2) any sums advanced nature required by Mortgagee Lxxxxx in such performance that are payable under Section 4.9(b) the exercise of its rights hereunder upon Lxxxxx’s reasonable request. Any document executed by Lxxxxx on Bxxxxxxx’s behalf pursuant to this Paragraph 9.3 shall be added provided to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate Borrower within five (5) business days from execution thereof provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee any inadvertent failure to do so shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under deemed a breach of this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done Agreement by virtue hereofLxxxxx.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate are necessary to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee; provided, however, that Mortgagee shall not execute or record any such notices with respect to Permitted Liens, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Permits, Personalty, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare prepare, execute, and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; , provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; , (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Debt and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementSecured Debt; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof8.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor Grantor and in the name of Mortgagor Grantor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee Beneficiary reasonably deems appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementObligations; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.38.3. Mortgagor Grantor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably the Trustee deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee the Trustee may agree in its reasonable discretionagree) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c2.15(b) of the Credit AgreementIndenture; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-factfact with full power of substitution, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Fixtures, Personalty, Deposit Accounts, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged Property, if Mortgagor shall fail to do so within ten (10) days after written request by Mortgagee, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementSecured Obligations; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof8.4.

Attorney-in-Fact. Subject to Effective only upon the Intercreditor Agreementsoccurrence of an Event of Default, Mortgagor hereby irrevocably Borrower appoints Mortgagee Bank or any other person whom Bank may designate as its Xxxxxxxx's attorney-in-fact, which agency is coupled with an interest power to endorse Xxxxxxxx's name on any checks, notes, acceptances, money order, drafts or other forms of payment or security that may come into Bank's possession; to sign Xxxxxxxx's name on any invoice or bill of lading relating to any accounts, on drafts against account debtors, on schedules and with full power assignments of substitutionaccounts, with full authority in on verifications of accounts and on notices to account debtors; to establish a lock box arrangement and/or to notify the place and stead of Mortgagor and in post office authorities to change the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the address for delivery of a deed in lieu of foreclosureXxxxxxxx's mail addressed to Borrower to an address designated by Bank, to execute receive and open all instruments of assignment, conveyance or further assurance with respect mail addressed to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statementsBorrower, and to prepareretain all mail relating to the Collateral and forward all other mail to Borrower; to send, execute whether in writing or by telephone, requests for verification of accounts; and file or record applications for registration and like papers to do all things necessary to create, perfect or preserve Mortgagee’s security interests carry out this Agreement. Borrower ratifies and rights in or to any approves all acts of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact. Neither Bank nor its attorney-in-fact shall only will be accountable liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power being coupled with an interest, is irrevocable so long as any accounts in which Bank has a security interest remain unpaid and until the Indebtedness has been fully satisfied. In connection with all surety instruments issued or caused to be issued or created by Bank under this Agreement, upon an Event of Default, Borrower hereby appoints Bank, or its designee, as its attorney, with full power and authority (a) to sign and/or endorse Borrower's name upon any warehouse or other receipts, letter of credit applications and acceptances; (b) to sign Borrower's name on bills of lading; (c) to clear inventory through the United States of America Customs Department in the name of Borrower or Bank or Bank's designee, and to sign and deliver to United States of America Customs officials powers of attorney in the name of Borrower for such funds as are actually received by Mortgageepurpose; and (4d) Mortgagee shall not to complete in Borrower's name or Bank's, or in the name of Bank's designee, any order, sale or transaction, obtain the necessary documents in connection therewith, and collect the proceeds thereof. Neither Bank nor its attorneys will be liable to Mortgagor or any other person or entity for any failure to take acts or omissions nor for any action which it error of judgment or mistakes of fact or law, except for Bank's or its attorney's gross negligence or willful misconduct. This power, being coupled with an interest, is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofirrevocable as long as any suretyship instrument remains outstanding.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor Grantor and in the name of Mortgagor Grantor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness from the date such sums are advanced to the date such sums are repaid in full; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Borrower hereby irrevocably appoints Mortgagee Lender as its Borrower’s attorney-in-fact. This power of attorney shall be irrevocable so long as any Obligations remain outstanding under the Loan Documents, which agency is shall be deemed to be coupled with an interest interest, shall survive the voluntary or involuntary dissolution of Borrower, and with full power of substitutionshall not be affected by any disability or incapacity suffered by Borrower subsequent to the date hereof. Lender shall have the right and power, with full authority without the obligation to do so, in the place and stead of Mortgagor and Lender’s name or in the name of Mortgagor Borrower, to execute and deliver any and all documents and instruments and perform any and all acts that are required of Borrower hereunder or that otherwise serve the purpose of providing to Lender the full benefit of this Agreement and the other Loan Documents. Without limitation, but subject to the provisions of the Loan Documents, Lender is hereby granted full power and authority (ai) to demand, collect and receive any Receipts and any Insurance Proceeds and Condemnation Proceeds, and to make any compromise or settlement in connection with any of the foregoing, subject to the provisions of this Agreement, (ii) to appear in any lawsuit or other proceeding, and to file any pleading and take any action therein or with respect thereto, (iii) to endorse and deposit checks, drafts and other payments and instruments, to execute checks and drafts in the name of Borrower, and otherwise to direct the investment and payment of all funds received by Lender or on deposit in any Account, (iv) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and statements, continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgageeany of Lender’s security interests and rights, (v) to exercise any rights in or of Borrower pertaining to any of the Mortgaged PropertyAccount or any funds therein, and (dvi) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated give notices to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofTenants.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-factfact with full power of substitution, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Fixtures, Personalty, Deposit Accounts, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, if Mortgagor shall fail to do so within ten (10) days after written request by Mortgagee, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementSecured Obligations; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof8.4.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor Grantor and in the name of Mortgagor Grantor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other similar notices that Mortgagee reasonably Beneficiary deems appropriate in its reasonable discretion to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee Mortgagee, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, interest if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums reasonably advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor or rates set forth in Section 2.13(c) 2.13 of the Credit AgreementAgreement provided that from the date incurred said advance is not repaid within five days demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by by. Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for equity any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the a rate provided therefor which is 2% per annum in Section 2.13(c) excess of the interest rate payable under the Credit AgreementAgreement for Base Rate Loans; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject The Pledgor and the Borrower hereby appoint the Facility Agent the attorney-in-fact of the Pledgor and the Borrower respectively (which power of attorney shall be exercised only during such time as the Facility Agent is permitted to take any related action under and in accordance with this Agreement) for the purpose of carrying out the provisions of this Agreement and taking any action and executing any instrument that the Facility Agent may deem necessary or advisable to accomplish the purposes hereof, which appointment is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, only during such time as the Facility Agent is expressly permitted to take the related action in accordance with this Agreement, shall the Facility Agent have the right, with full power of substitution either in the Facility Agent’s name or in the name of the Pledgor or the Borrower, to execute, acknowledge, deliver, and record or file all documents, instruments, agreements, financing statements and schedules or exhibits thereto in order to preserve and perfect the security interest granted hereunder, to exercise all rights and privileges to the Intercreditor Agreementssame extent the Pledgor shall have been entitled under the Pledged Documents and in accordance with Applicable Law, Mortgagor hereby irrevocably appoints Mortgagee including without limitation, after notice to the Pledgor, all voting rights of the Pledgor as its the sole member of the Borrower, and to ask for, demand, xxx for, collect, receive, receipt and give acquittance for any and all monies due or to become due under and by virtue of any of the Pledged Collateral, to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any distribution or other amount payable in respect of the Pledged Collateral or any part thereof or on account thereof and to give full discharge for the same, to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto, and to sell, assign, endorse, pledge, transfer and make any agreement respecting, or otherwise deal with, the same; provided, however, that nothing contained in this Agreement shall be construed as requiring or obligating the Facility Agent to make any payment to any party in respect of the Pledged Collateral, or to make any inquiry as to the nature or sufficiency of any payment received by the Facility Agent, or to present or file any claim or notice, or to take any action with respect to the Pledged Collateral (or any other collateral for or any guarantee in respect of any of the Obligations) or any part thereof or the monies due or to become due in respect thereof or any property covered thereby, or to extend any credit or accommodation thereof to any party, and no action taken by the Facility Agent or omitted to be taken with respect to the Pledged Collateral (or any other collateral for any of the Obligations) or any part thereof in accordance with this Agreement shall give rise to any defense, counterclaim or offset in favor of the Borrower or the Pledgor or to any claim or action against the Facility Agent, in the absence of the gross negligence or willful misconduct of the Facility Agent. The Pledgor’s and the Borrower’s appointment of the Facility Agent as attorney-in-fact, and the Facility Agent’s right to execute, acknowledge, perform, deliver, record, or file documents, (including the making of UCC financing statement filings without the signature of the Pledgor) and to endorse checks, drafts, orders and other instruments for the payment of money payable to the Pledgor representing any distribution or other amount payable in respect of the Pledged Collateral or any part thereof or on account thereof, shall commence on the date hereof (which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) attorney shall be added to and included in exercised only during such time as the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure Facility Agent is expressly permitted to take any the related action which it is empowered to take under in accordance with this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofAgreement).

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-factfact of Mortgagor for the purpose of carrying out the provisions of Article V of this Mortgage and taking any action and executing any instrument that Mortgagee may deem necessary or advisable to accomplish the purposes thereof, which agency appointment is irrevocable and coupled with an interest interest. Without limiting the generality of the foregoing, subject to applicable Gaming Laws and the Intercreditor Agreements, Mortgagee shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution, with full authority substitution either in the place and stead of Mortgagor and Mortgagee’s name or in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) nothing herein contained shall be added construed as requiring or obligating Mortgagee to and included in make any commitment or to make any inquiry as to the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) nature or sufficiency of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually any payment received by Mortgagee; and (4) Mortgagee shall not be liable , or to Mortgagor present or file any other person claim or entity for any failure notice, or to take any action which it is empowered with respect to take under this Section 7.3the Mortgaged Property or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. Mortgagee and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to Mortgagor hereby ratifies all that such attorney shall lawfully do for any act or cause failure to be done by virtue hereofact hereunder, except for their own gross negligence or willful misconduct.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures, Plans and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements and applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists and is continuing, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the interest rate provided therefor in applicable to overdue Reimbursement Obligations under Section 2.13(c4.5(c) of the Amended and Restated Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which that it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to The Borrower hereby appoints the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee Bank as its the ---------------- Borrower's attorney-in-fact, which agency power of attorney is irrevocable and coupled with an interest and interest, with full power of substitution, with full authority to do any of the following in the place Borrower's name upon the occurrence of a Default: (a) use such sums as are necessary, including any proceeds of the Loan and stead any Borrower's Deposit, make such changes or corrections in the Plans, and employ such architects, engineers, and contractors as may be required, or as the Bank may otherwise consider desirable, for the purpose of Mortgagor completing construction of the Improvements substantially in accordance with the Plans (as modified as deemed necessary by the Bank), the Loan Documents, and all applicable laws, governmental requirements and restrictive covenants; (b) execute all applications and certificates in the name of Mortgagor the Borrower which may be required for completion of construction of the Improvements; (c) endorse the name of the Borrower on any checks or otherwise (a) to execute and/or record drafts representing proceeds of any notices of completioninsurance policies, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (checks or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant instruments payable to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance Borrower with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor Property; (d) do every act with respect to the construction of the grantee Improvements that the Borrower may do; (e) prosecute or defend any action or proceeding incident to the Property; (f) pay, settle, or compromise all bills and claims so as to clear title to the Property; and (g) take over and use all or any part of the labor, materials, supplies and equipment contracted for, owned by, or under the control of the Borrower, whether or not previously incorporated into the Improvements. Any amounts expended by the Bank to construct or complete the Improvements or in connection with the exercise of its remedies herein shall be deemed to have been advanced to the Borrower hereunder as a demand obligation owing by the Borrower to the Bank and shall constitute a portion of the Indebtedness, regardless of whether such amounts exceed any limits for Indebtedness otherwise set forth herein. The Bank shall have no liability to the Borrower for the sufficiency or adequacy of any such deed and as may be necessary or desirable for such purpose, (c) actions taken by the Bank except to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any the extent of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor Bank's gross neglect or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofwillful misconduct.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after upon the occurrence and during the continuance of any an Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate or rates at which interest is then computed on the Obligations provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect MortgageeBeneficiary’s interest, if Mortgagor Grantor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageeBeneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage Deed of Trust or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve MortgageeBeneficiary’s security interests and rights in or to any of the Mortgaged Trust Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that : (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.310.3. Mortgagor hereby ratifies all that such attorney Notwithstanding the foregoing, Beneficiary shall lawfully do or cause to be done by virtue hereofliable for its gross negligence, willful misconduct, and bad faith in connection with exercising its rights hereunder.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c2.14(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to the Intercreditor AgreementsBorrowers hereby constitute and appoint Lender as their true and lawful attorney, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest in their place and stead and with full power of substitution, with full authority either in the place and stead of Mortgagor and Lender’s own name or in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completionBorrowers, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of DefaultDefault to: ask for, demand, collect, receive, receipt and give acquittance for any and all monies due or to perform become due under and by virtue of any obligation of Mortgagor hereunderthe Collateral; execute, file and refile any or all of the documents recited in Section 6.7 hereof; and endorse checks, drafts, orders and other instruments for the payment of monies payable to Borrowers on account thereof, and to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto and to sell, assign, pledge, transfer and make any agreement respecting or affecting, or otherwise deal with, the same until the Obligations are paid in full; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) nothing herein contained shall be added construed as requiring or obligating Lender to and included in make any demand, or to make any inquiry as to the Secured Obligations andnature or sufficiency of any payment received by it, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) or to present or file any claim or notice or take any action with respect to any of the Credit AgreementCollateral or the monies due or to become due thereunder or the property covered thereby, and no action taken or omitted to be taken by Lender with respect to any of the Collateral shall give rise to any defense, counterclaim or setoff in favor of Borrowers or to any claim or action against Lender; (3) Mortgagee and further provided that any cost or expense borne by Lender pursuant to this Section 4.3 shall be immediately paid to Lender by Borrowers. Lender shall provide Borrowers with prior written notice if it intends to act as such either Borrower’s attorney-in-fact pursuant hereto and shall only be accountable for promptly provide such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor Borrowers with copies of any documents or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all instruments that Lender executes in such attorney shall lawfully do or cause to be done by virtue hereofBorrower’s name.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Borrower hereby irrevocably constitutes and appoints Mortgagee as its attorney-in-factRBL and any officer or agent thereof, which agency is coupled with an interest and with full power of substitution, as Borrower's true and lawful attorney-in-fact with full irrevocable power and authority in the its place and stead of Mortgagor and in its name or in RBL's own name, from time to time in RBL's discretion, for the name purpose of Mortgagor carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or otherwise desirable to accomplish the purposes of this Agreement and, without limiting the generality of the foregoing, hereby grants to RBL the power and right, on behalf of Borrower, without notice to or assent: (a) to execute and/or execute, file and record any notices all such financing statements, certificates of completiontitle and other certificates of registration and operation and similar documents and instruments as RBL may deem necessary or desirable to protect, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree perfect and validate RBL's security interest in its reasonable discretion) after written request by Mortgagee, the Collateral; and (b) upon the issuance occurrence and the continuation of an Event of Default and after affording Borrower forty-five (45) days to provide a deed pursuant RBL an approved remedy (i) to receive, collect, take, endorse, sign, and deliver in Borrower's or RBL's name, any and all checks, notes, drafts, or other documents or instruments relating to the foreclosure of this Mortgage or Collateral (ii) to notify postal authorities to change the address for delivery of a deed Borrower's mail to an address designated by RBL, (iii) to open such mail delivered to the designated address, (iv) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in lieu connection with accounts and other documents relating to the Collateral; (v) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of foreclosurecompetent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (vi) to defend any suit, to execute all instruments of assignment, conveyance action or further assurance proceeding brought with respect to the Leasesany Collateral; (vii) to negotiate, Rentssettle, Deposit Accountscompromise or adjust any account, Property Agreementssuit, Tax Refundsaction or proceeding described above and, Proceedsin connection therewith, Insuranceto give such discharges or releases as RBL may deem appropriate; and (viii) generally, Condemnation Awards and Records in favor to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the grantee of any such deed Collateral as fully and completely as may be necessary or desirable though RBL were the absolute owner thereof for such purpose, (c) to prepare and file or record financing statements and continuation statementsall purposes, and to preparedo, execute at RBL's option, at any time or from time to time, all acts and file or record applications for registration and like papers things which RBL deems necessary to createprotect, perfect preserve or preserve Mortgagee’s realize upon the Collateral and RBL's security interests and rights interest therein, in or order to any effect the intent of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit this Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor Borrower hereby ratifies all that such attorney said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. This power of attorney shall be automatically revoked upon the occurrence of a payoff of the Term Loan Note. The powers conferred upon RBL hereunder are solely to protect its interests in the Collateral and shall not impose any duty upon RBL to exercise any such powers. RBL shall be accountable only for amounts that RBL actually receives as a result of the exercise of such powers and neither RBL nor any of its officers, directors, employees or agents shall be responsible to Borrower for any act or failure to act, except for RBL's own gross negligence or willful misconduct.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof8.3.

Attorney-in-Fact. Subject to the any applicable Intercreditor AgreementsAgreement, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the a rate provided therefor which is 2% per annum in Section 2.13(c) excess of the Credit Agreementinterest rate payable under the Notes; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.