Common use of Appointment of Attorney-in-Fact Clause in Contracts

Appointment of Attorney-in-Fact. (a) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx for, attach, levy, recover and receive any of the Rents and any premium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the Indenture. Mortgagor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee in accordance with this Article III, and Mortgagor hereby ratifies and confirms all that its said attorney-in-fact, the Mortgagee, shall do or cause to be done in accordance with this Mortgage and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. (b) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor under any such Lease, or in any case where Mortgagor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. Mortgagor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as attorney-in-fact to exercise) any of the rights described in this Section 3.05, and Mortgagor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at Mortgagee's written request) to subordinate any such Lease to the lien of this Mortgage or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.

Appointment of Attorney-in-Fact. (a) Mortgagor Trustor hereby constitutes and appoints Mortgagee Beneficiary the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor Trustor and Mortgagor Trustor hereby confers upon Mortgagee Beneficiary the right, in the name, place and stead of MortgagorTrustor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx for, attach, levy, recover and receive any of the Rents and any premium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the IndentureCredit Agreement. Mortgagor Trustor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee Beneficiary in accordance with this Article III, and Mortgagor Trustor hereby ratifies and confirms all that its said attorney-in-fact, the MortgageeBeneficiary, shall do or cause to be done in accordance with this Mortgage Deed of Trust and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in MortgageeBeneficiary, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. (b) Mortgagor Trustor hereby constitutes and appoints Mortgagee Beneficiary the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor Trustor and Mortgagor Trustor hereby confers upon Mortgagee Beneficiary the right, in the name, place and stead of MortgagorTrustor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage Deed of Trust and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Trust Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor Trustor under any such Lease, or in any case where Mortgagor Trustor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in MortgageeBeneficiary, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. Mortgagor Trustor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as attorney-in-fact to exercise) any of the rights described in this Section 3.053.05(b), and Mortgagor Trustor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at MortgageeBeneficiary's written request) to subordinate any such Lease to the lien of this Mortgage Deed of Trust or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.

Appointment of Attorney-in-Fact. (a) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx for, attach, levy, recover and receive any of the Rents and any premium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the IndentureCredit Agreement. Upon the occurrence and during the continuance of an Event of Default, Mortgagor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee in accordance with this Article III, and Mortgagor hereby ratifies and confirms all that its said attorney-in-fact, the Mortgagee, shall do or cause to be done in accordance with this Mortgage and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. (b) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, upon and at any time following the occurrence, and during the continuance of, an Event of Default, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreementCredit Agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor under any such Lease, or in any case where Mortgagor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. Mortgagor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as attorney-in-fact to exerciseexercise [which appointment is in force and effect as of the date hereof]) any of the rights described in this Section 3.05, and Mortgagor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at Mortgagee's ’s written request) to subordinate any such Lease to the lien of this Mortgage or to any other mortgage, deed of trust, assignment or security agreement Credit Agreement or to any ground lease or surface lease.

Appointment of Attorney-in-Fact. (a) Mortgagor Trustor hereby constitutes and appoints Mortgagee Beneficiary the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor Trustor and Mortgagor Trustor hereby confers upon Mortgagee Beneficiary the right, in the name, place and stead of MortgagorTrustor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx for, attach, levy, recover and receive any of the Rents and any premium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the Indenture. Mortgagor Trustor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee Beneficiary in accordance with this Article III, and Mortgagor Trustor hereby ratifies and confirms all that its said attorney-in-fact, the MortgageeBeneficiary, shall do or cause to be done in accordance with this Mortgage Deed of Trust and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in MortgageeBeneficiary, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged, and until the commitments under the Indenture have been terminated. (b) Mortgagor Trustor hereby constitutes and appoints Mortgagee Beneficiary the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor Trustor and Mortgagor Trustor hereby confers upon Mortgagee Beneficiary the right, in the name, place and stead of MortgagorTrustor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage Deed of Trust and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Trust Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor Trustor under any such Lease, or in any case where Mortgagor Trustor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in MortgageeBeneficiary, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischargedundischarged and until the commitments under the Indenture have been terminated. Mortgagor Trustor hereby represents and warrants that it has not at any time prior to exercised, and no Person has the date hereof exercised (or appointed any Person as attorney-in-fact current right to exercise) , any of the rights described in this Section 3.053.05(b), and Mortgagor Trustor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at Mortgagee's Beneficiary’s written request) to subordinate any such Lease to the lien of this Mortgage Deed of Trust or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.

Appointment of Attorney-in-Fact. (aA) Mortgagor Trustor hereby constitutes and appoints Mortgagee Beneficiary the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor Trustor and Mortgagor Trustor hereby confers upon Mortgagee Beneficiary the right, in the name, place and stead of MortgagorTrustor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx sue for, attach, levy, recover and receive any of the Rents and any premium pxxxium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the IndentureFinancing Agreement. Mortgagor Trustor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee Beneficiary in accordance with this Article III, and Mortgagor Trustor hereby ratifies and confirms all that its said attorney-in-fact, the MortgageeBeneficiary, shall do or cause to be done in accordance with this Mortgage Deed of Trust and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in MortgageeBeneficiary, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. (bB) Mortgagor Trustor hereby constitutes and appoints Mortgagee Beneficiary the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor Trustor and Mortgagor Trustor hereby confers upon Mortgagee Beneficiary the right, in the name, place and stead of MortgagorTrustor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage Deed of Trust and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Trust Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor Trustor under any such Lease, or in any case where Mortgagor Trustor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in MortgageeBeneficiary, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. Mortgagor Trustor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as attorney-in-fact to exercise) any of the rights described in this Section 3.053.05(b), and Mortgagor Trustor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at MortgageeBeneficiary's written request) to subordinate any such Lease to the lien of this Mortgage Deed of Trust or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.

Appointment of Attorney-in-Fact. (a) Mortgagor hereby constitutes Upon execution of this Agreement, each of the Purchasers shall have been deemed to appoint Xxxxx Xxxxxxxx, as their agent and appoints Mortgagee the true and lawful attorney-in-factfact (the “Representative”), with full power and authority (including power of substitution), except as otherwise expressly provided in this Agreement, in the name of and for and on behalf the Purchasers, or in such person’s own name as the Representative of each of the Purchasers, to execute any subordination and intercreditor agreements with SunTrust or any other Senior Lender; provided any such agreement applies to all Purchasers to the same effect without any distinction. The authority conferred under this Section 9.16 shall be an agency coupled with an interest, of Mortgagor and Mortgagor all authority conferred hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx for, attach, levy, recover and receive any of the Rents and any premium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the Indenture. Mortgagor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee in accordance with this Article III, and Mortgagor hereby ratifies and confirms all that its said attorney-in-fact, the Mortgagee, shall do or cause to be done in accordance with this Mortgage and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuingnot subject to termination by the Purchasers or any of them, and such rightsor by operation of law, powers and privileges whether by the death or incapacity of any Purchasers, the termination of any trust or estate or the occurrence of any other event. If Xxxxx Xxxxxxxx resigns, dies or is otherwise unable to serve as the Representative, the successor Representative shall be exclusive designated in Mortgagee, and its successors and assigns, so long as any part writing by the Purchasers holding a majority of the Senior Secured Note Obligations remains unpaid Indebtedness. If any individual Purchaser should die or unperformed and undischarged. (b) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-factbecome incapacitated, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to subject and subordinate at if any time and from time to time any Lease trust or any part thereof to the lien, assignment and security interest of this Mortgage and to the terms hereof, estate should terminate or to if any other mortgagesuch event should occur, deed of trust, assignment or security agreement, or any action taken by the Representative pursuant to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor under any such Lease, or in any case where Mortgagor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges this Section 9.16 shall be exclusive in Mortgageeas valid as if such death or incapacity, and its successors and assignstermination or other event had not occurred, so long as any part regardless of whether or not the Senior Secured Representative shall have received notice of such death, incapacity, termination or other event. SOUTHPEAK INTERACTIVE L.L.C By: SOUTHPEAK INTERACTIVE, LIMITED By: VID SUB, LLC By: GONE OFF DEEP, LLC By: GAMECOCK MEDIA EUROPE LIMITED By: IRP GmbH By: Insert Principal Amount of Note Obligations remains unpaid or unperformed and undischarged. Mortgagor hereby represents and warrants that it has not at any time prior to the date hereof exercised Being Purchased Name(s) of Purchaser Signature(s) Print Title (or appointed any Person as attorney-in-fact to exerciseIf Applicable) any of the rights described in this Section 3.05, and Mortgagor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at Mortgagee's written request) to subordinate any such Lease to the lien of this Mortgage or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.Street Address City State Zip Code Tax Identification Number Telephone Number

Appointment of Attorney-in-Fact. (a) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx for, attach, levy, recover and receive any of the Rents and any premium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the IndentureCredit Agreement. Mortgagor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee in accordance with this Article III, and Mortgagor hereby ratifies and confirms all that its said attorney-in-fact, the Mortgagee, shall do or cause to be done in accordance with this Mortgage and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged.; (b) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor under any such Lease, or in any case where Mortgagor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. Mortgagor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as attorney-in-fact to exercise) any of the rights described in this Section 3.05, and Mortgagor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at Mortgagee's written request) to subordinate any such Lease to the lien of this Mortgage or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.

Appointment of Attorney-in-Fact. (a) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx sue for, attach, levy, recover and receive any of the Rents and any premium pxxxium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the Indenture. Mortgagor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee in accordance with this Article III, and Mortgagor hereby ratifies and confirms all that its said attorney-in-fact, the Mortgagee, shall do or cause to be done in accordance with this Mortgage and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. (b) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor under any such Lease, or in any case where Mortgagor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. Mortgagor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as attorney-in-fact to exercise) any of the rights described in this Section 3.05, and Mortgagor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at Mortgagee's written request) to subordinate any such Lease to the lien of this Mortgage or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.

Appointment of Attorney-in-Fact. (a) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to, upon after the occurrence and during the continuance of an Event of Default, Default to demand, xxx for, attach, levy, recover and receive any of the Rents and any premium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in accordance with the Indenture. provisions of the Loan Agreement; and Mortgagor does hereby authorizes authorize and directs direct any such third Person to deliver such payment to Mortgagee in accordance with this Article III, and Mortgagor hereby ratifies and confirms all that its said attorney-in-fact, the Mortgagee, shall do or cause to be done in accordance with this Mortgage and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains remain unpaid or unperformed and undischarged. (b) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage and to the terms hereofMortgage, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor under any such Lease, or in any case where Mortgagor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains remain unpaid or unperformed and undischarged. Mortgagor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as attorney-in-fact to exercise) any of the rights described in this Section 3.053.05(b), and Mortgagor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at Mortgagee's written request) to subordinate any such Lease to the lien of this Mortgage or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.

Appointment of Attorney-in-Fact. (a) Mortgagor Each Grantor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx for, attach, levy, recover and receive any of the Rents and any premium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds Collateral Agent as provided in the Indenture. Mortgagor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee in accordance with this Article III, and Mortgagor hereby ratifies and confirms all that its said attorney-in-fact, the Mortgagee, shall do or cause to be done in accordance with this Mortgage and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. (b) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor under any such Lease, or in any case where Mortgagor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. Mortgagor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as Grantor’s attorney-in-fact with full authority in the place and stead of each Grantor and in the name of each Grantor, the Collateral Agent or otherwise, from time to exercisetime in the Collateral Agent’s discretion while an Event of Default is continuing to take any action and to execute any instrument that the Collateral Agent may deem necessary or advisable to accomplish the purposes of this Agreement: (A) to ask, demand, collect, xxx for, recover, compound, receive and give acquaintance and receipts for moneys due and to become due under or in respect of any of the Collateral; (B) to enforce the obligations of any Account Debtor or other Person obligated on the Collateral and enforce the rights described of Grantors with respect to such obligations and to any property that secures such obligations; (C) to file any claims or take any action or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of or to preserve the value of any of the Collateral or otherwise to enforce the rights of the Collateral Agent with respect to any of the Collateral; (D) to pay or discharge taxes or Liens levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Agent in this Section 3.05its sole discretion, and Mortgagor hereby covenants not such payments made by the Collateral Agent to exercise become Obligations, due and payable immediately without demand; (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at Mortgagee's written requestE) to subordinate sign and endorse any such Lease invoices, freight or express bills, bills of lading, storage or warehouse receipts, assignments, verifications and notices in connection with Accounts, Chattel Paper or General Intangibles of Grantors and other Documents relating to the lien Collateral; and (F) generally to take any act required of any Grantor under Section 3 or Section 4 of this Mortgage Agreement, and to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent was the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and Grantors’ expense, at any other mortgagetime or from time to time, deed all acts and things that the Collateral Agent deems necessary to protect, preserve or realize upon the Collateral. Each Grantor hereby ratifies and approves all acts of trustthe Collateral Agent made or taken pursuant to this subsection 5.3 except for those arising from fraud, assignment gross negligence or security agreement or to any ground lease or surface leasewillful misconduct as determined by a final non-appealable judgment by a court of competent jurisdiction. The appointment of the Collateral Agent as Grantors’ attorney and the Collateral Agent’s rights and powers are coupled with an interest and are irrevocable until indefeasible payment in full, in cash, of all Obligations.

Appointment of Attorney-in-Fact. (aA) Mortgagor Trustor hereby constitutes and appoints Mortgagee Beneficiary the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor Trustor and Mortgagor Trustor hereby confers upon Mortgagee Beneficiary the right, in the name, place and stead of MortgagorTrustor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx sue for, attach, levy, recover and receive any of the Rents and any premium xxxmium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the IndentureFinancing Agreement. Mortgagor Trustor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee Beneficiary in accordance with this Article III, and Mortgagor Trustor hereby ratifies and confirms all that its said attorney-in-fact, the MortgageeBeneficiary, shall do or cause to be done in accordance with this Mortgage Deed of Trust and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in MortgageeBeneficiary, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. (bB) Mortgagor Trustor hereby constitutes and appoints Mortgagee Beneficiary the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor Trustor and Mortgagor Trustor hereby confers upon Mortgagee Beneficiary the right, in the name, place and stead of MortgagorTrustor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage Deed of Trust and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Trust Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor Trustor under any such Lease, or in any case where Mortgagor Trustor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in MortgageeBeneficiary, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. Mortgagor Trustor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as attorney-in-fact to exercise) any of the rights described in this Section 3.053.05(b), and Mortgagor Trustor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at MortgageeBeneficiary's written request) to subordinate any such Lease to the lien of this Mortgage Deed of Trust or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.

Appointment of Attorney-in-Fact. (a) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx sxx for, attach, levy, recover and receive any of the Rents and any premium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the IndentureNotes. Mortgagor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee in accordance with this Article III, and Mortgagor hereby ratifies and confirms all that its said attorney-in-fact, the Mortgagee, shall do or cause to be done in accordance with this Mortgage and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. (b) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor under any such Lease, or in any case where Mortgagor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. Mortgagor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as attorney-in-fact to exercise) any of the rights described in this Section 3.05, and Mortgagor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at Mortgagee's written request) to subordinate any such Lease to the lien of this Mortgage or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.

Appointment of Attorney-in-Fact. (a) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx for, attach, levy, recover and receive any of the Rents and any premium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the Indenture. Mortgagor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee in accordance with this Article III, and Mortgagor hereby ratifies and confirms all that its said attorney-in-fact, the Mortgagee, shall do or cause to be done in accordance with this Mortgage and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. (b) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor under any such Lease, or in any case where Mortgagor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. Mortgagor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as attorney-in-fact to exercise) any of the rights described in this Section 3.053.05(b), and Mortgagor hereby covenants not to exercise (or allow or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at Mortgagee's ’s written request) to subordinate any such Lease to the lien of this Mortgage or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.

Appointment of Attorney-in-Fact. (aA) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to, upon the occurrence and during the continuance of an Event of Default, demand, xxx sue for, attach, levy, recover and receive any of the Rents and any premium pxxxium or penalty payable upon the exercise by any third Person under any Lease of a privilege of cancellation originally provided in such Lease and to give proper receipts, releases and acquittances therefor and, after deducting expenses of collection, to apply the net proceeds as provided in the IndentureFinancing Agreement. Mortgagor hereby authorizes and directs any such third Person to deliver such payment to Mortgagee in accordance with this Article III, and Mortgagor hereby ratifies and confirms all that its said attorney-in-fact, the Mortgagee, shall do or cause to be done in accordance with this Mortgage and by virtue of the powers granted hereby. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged.; (bB) Mortgagor hereby constitutes and appoints Mortgagee the true and lawful attorney-in-fact, coupled with an interest, of Mortgagor and Mortgagor hereby confers upon Mortgagee the right, in the name, place and stead of Mortgagor, to subject and subordinate at any time and from time to time any Lease or any part thereof to the lien, assignment and security interest of this Mortgage and to the terms hereof, or to any other mortgage, deed of trust, assignment or security agreement, or to any ground lease or surface lease, with respect to all or a portion of the Mortgaged Property, or to request or require such subordination, where such reservation, option or authority was reserved to Mortgagor under any such Lease, or in any case where Mortgagor otherwise would have the right, power or privilege so to do. The foregoing appointment is irrevocable and continuing, and such rights, powers and privileges shall be exclusive in Mortgagee, and its successors and assigns, so long as any part of the Senior Secured Note Obligations remains unpaid or unperformed and undischarged. Mortgagor hereby represents and warrants that it has not at any time prior to the date hereof exercised (or appointed any Person as attorney-in-fact to exercise) any of the rights described in this Section 3.05, and Mortgagor hereby covenants not to exercise (or appoint any other Person as attorney-in-fact to exercise) any such right, nor (except at Mortgagee's written request) to subordinate any such Lease to the lien of this Mortgage or to any other mortgage, deed of trust, assignment or security agreement or to any ground lease or surface lease.