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 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 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 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 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 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 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 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 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 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 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 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, 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 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 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 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 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 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 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 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 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 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 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 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 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-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 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 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 (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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 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 MortgageeBorrower’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 and authorizes Lender or such designee, at Borrower’s sole expense, to exercise at any time in Lender’s or such designee’s sole 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 Lender’s name or Borrower’s name, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof, (b) after a Default, transmit to account debtors, other obligors or any bailees notice of Lender’s interest in the Collateral or request from account debtors or such other obligors or bailees at any time, in Borrower’s or Lender’s name or any designee, information concerning the Collateral and any amounts owing with respect thereto, (c) after a Default, notify account debtors or other obligors to make payment directly to Lender, or notify bailees as to the disposition of Collateral, (d) after a Default, take or bring, in Lender’s or Borrower’s name, all steps, actions, suits or proceedings deemed by Lender to be necessary or desirable to effect collection of or other realization upon the accounts and other Collateral, (e) after a Default, change the address for such funds as are actually received by Mortgagee; delivery of mail to Borrower and to receive and open mail addressed to Borrower, (f) after a 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 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, against Borrower and in Lender’s favor.

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 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 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 Grantee deems appropriate to protect Mortgagee’s Grantee'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 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 AccountsPersonal Property, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Fixtures 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 Grantee's security interests and rights in or to any of the Mortgaged PropertyCollateral, and (d) after upon the occurrence and during the continuance of any an Event of Default, to perform any obligation of Mortgagor hereunderGrantor hereunder or under any of the other Loan Documents; provided, however, that : (1) 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, and shall bear interest at the rate provided therefor in Section 2.13(c) Default Rate from the expiration of the Credit Agreementapplicable Demand Period until paid by Grantor; (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 hereunder, except arising from the gross negligence or cause to be done by virtue hereofwillful misconduct of Lender or its agents, representatives or contractors.

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 (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 '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 shall only be accountable for such funds as are actually received by Mortgagee; and (4) neither Mortgagee nor any Lender 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 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 to the Intercreditor Agreements, Mortgagor The Borrower 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 statementsappoints, and hereby causes each Subsidiary to prepareappoint, execute each Agent or its designee on behalf of such Agent as the Borrower's 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 each 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 its Subsidiaries' attorney-in-fact shall only be accountable with power exercisable during the continuance of an Event of Default to endorse the Borrower's name, and the name of any of its Subsidiaries upon any notes, acceptances, checks, drafts, money orders or other evidences of payment relating to the Accounts Receivable of the Borrower and each of its Subsidiaries, to sign the Borrower's name, and the name of any of its Subsidiaries on any invoice or bill of lading relating to any of the Accounts Receivable of the Borroxxx or any of its Subsidiaries, drafts against Account Debtors with respect to Accounts Receivable of the Borrower and any of its Subsidiaries, assignments and verifications of Accounts Receivable and notices to Account Debtors with respect to Accounts Receivable of the Borrower and any of its Subsidiaries, to send verification of Accounts Receivable of the Borrower and any of its Subsidiaries, and to notify the Postal Service authorities to change the address for delivery of mail addressed to the Borrower and any of its Subsidiaries to such funds address as such Agent may designate and to do all other acts and things necessary to carry out this Agreement. All acts of said attorney or designee during an Event of Default are actually received by Mortgagee; hereby ratified and (4) Mortgagee approved, and said attorney or designee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it acts of omission or commission (other than acts of omission or commission constituting gross negligence or willful misconduct as determined by a final judgment of a court of competent jurisdiction), this power being coupled with an interest is empowered to take irrevocable until all of the Loans, Reimbursement Obligations, Letter of Credit Obligations and other Obligations under this Section 7.3. Mortgagor hereby ratifies the Loan Documents are paid in full and all that such attorney shall lawfully do or cause to be done by virtue hereofof the Loan Documents are terminated.

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 The Grantor hereby irrevocably appoints, subject to the Intercreditor Agreementsrights of the Prior Lienholders, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-factthe Secured Parties 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) to execute and/or record 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 bill of lading relatinx xx 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 Secured Parties, 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 Secured Parties 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 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 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 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 to give Obligors notice of Lender’s interest therein, and/or to instruct such Obligors to make payment directly to Lender for Borrower’s account; and (e) to do all other acts and things as Lender may deem reasonable to protect or preserve Lender’s interest under this Agreement or to fulfill Borrower’s obligations under this Agreement. Upon the occurrence and during the continuance of any an Event of Default, to perform Borrower hereby irrevocably authorizes and appoints Lender, or any obligation of Mortgagor hereunder; providedPerson as Lender may designate, 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 shall only be accountable for such funds as are actually received by Mortgagee; fact, at Borrower’s cost and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure expense, to take any action which it is empowered or bring, in the name of Lender or Borrower, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do enforce or cause to be done by virtue hereofeffect collection of the Accounts.

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, Mortgaged 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 prepare, execute, 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 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 Agreement; 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 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 AgreementsDebtor appoints Administrative Agent, Mortgagor hereby irrevocably appoints Mortgagee its successors and assigns, as its Debtor's attorney-in-factfact (without requiring it to act as such), which agency is coupled with an interest and with full power of substitution, with full authority in to do any act which Debtor is obligated by this Security Agreement to do, including, but not limited to, the place power to do the following: (a) issue such orders and stead instructions as are necessary or appropriate to effect the registration of Mortgagor and the Collateral on the books of the issuer of the Collateral in the name of Mortgagor Administrative Agent or otherwise to effect the sale or disposition of the Collateral; (ab) endorse the name of Debtor on all checks, drafts, money orders, or other instruments for the payment of monies that are payable to Debtor and constitute collections of the Collateral; (c) execute and/or record in the name of Debtor any notices schedules, assignments, instruments, documents, financing statements, amendments of completionfinancing statements, cessation applications for registration, and other papers deemed necessary or appropriate by Administrative Agent to perfect, preserve, or enforce the Security Interest; (d) exercise all rights of labor Debtor in the Collateral; (e) make extension agreements with respect to Collateral; (f) release any party liable on or any security for the Collateral and give receipts and acquittances and compromise disputes in connection therewith; (g) make withdrawals from and close deposit accounts and other accounts with any financial institution into which proceeds may have been deposited and apply funds so withdrawn as provided herein; (h) give notice of Administrative Agent's rights under this Security Agreement; (i) enter onto Debtor's premises to inspect the Collateral; (j) receive, open, and read mail addressed to Debtor; (k) verify facts concerning the Collateral by inquiry of obligors thereon, or otherwise, in its own name or a fictitious name; (l) make collections and execute all papers and instruments and do all other things it deems appropriate to preserve and protect the Collateral and to protect Administrative Agent's interest in the Collateral; and (m) do all acts and things and execute all documents in the name of Debtor or otherwise, deemed necessary, proper, or convenient by Administrative Agent in connection with the preservation, perfection, and enforcement of its rights hereunder. The power and authority herein conferred upon Administrative Agent may be exercised by Administrative Agent through any person who, at the time of the execution of the particular instrument, is an officer of Administrative Agent. All persons dealing with Administrative Agent, or any substitute, shall be fully protected in treating the powers and authorities conferred by this paragraph as continuing in full force and effect until advised by Administrative Agent that all of the Indebtedness is finally paid and satisfied. The power of attorney herein conferred is granted for valuable consideration, is coupled with an interest, and is irrevocable so long as any part of the Indebtedness is unpaid and shall not be terminated prior thereto or affected by any act or Debtor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interestperson or by operation of law, if Mortgagor shall fail to do so within ten (10) days (including, without limitation, the dissolution, death, disability, 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 incompetency of any such deed and person. Administrative Agent agrees it will not exercise its powers 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 hereofuntil the occurrence of an Event of Default.

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 to take any or all of the following actions after the occurrence and during the continuation of an Event of Default: (a) to execute and/or record any notices of completion, cessation of labor or any other notices notices, with respect to the Mortgaged Property, 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 reasonably 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 any other action with respect to the occurrence and during Mortgaged Property expressly permitted to be taken by the continuance Mortgagee under the terms of any Event of Default, to perform any obligation of Mortgagor hereunderthe Credit Agreement; 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 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 7.37.2. Mortgagor hereby ratifies all that such This power of attorney shall lawfully do or cause is conferred on the Mortgagee solely to be done by virtue hereofprotect, preserve and realize upon its lien on, and security interest in, the Mortgaged Property.

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 AgreementsThe Collateral Agent, Mortgagor its successors and assigns and any duly authorized officer thereof are hereby irrevocably appoints Mortgagee appointed by the Grantor as its the Grantor’s 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 the Grantor and in the name of Mortgagor the Grantor or otherwise otherwise, from time to time in the Collateral Agent’s reasonable discretion at any time to take any and all action and to execute any instrument or other assurance which the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including: (a) to execute and/or record ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of 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, the Collateral; (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage receive, endorse and collect any drafts or the delivery of a deed other instruments in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance connection 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, clause (a); (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration do all such assurances, acts and like papers necessary things which the Grantor is required to create, perfect or preserve Mortgagee’s security interests do under the covenants and rights in or to any provisions of the Mortgaged Property, this Agreement; 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 and all actions as the Collateral Agent may reasonably determine to take be necessary or advisable for the purpose of establishing, maintaining, preserving or protecting the security interest constituted by this Agreement or any of the rights, remedies, powers or privileges of the Collateral Agent under this Section 7.3Agreement. Mortgagor To the extent permitted by law, the Grantor hereby ratifies all that such attorney 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. Without limiting the foregoing, the Collateral Agent is hereby authorized to file in any filing office in any Uniform Commercial Code jurisdiction any initial financing statements and amendments thereto that (a) indicate the Collateral as assets of the Grantor subject to the Collateral Agent’s lien and security interest, regardless of whether any particular asset comprising the Collateral falls within the scope of Article 9 of the Uniform Commercial Code of the jurisdiction in which the financing statement is filed, with such Collateral description used by the Collateral Agent to have the most encompassing definition applicable under Article 9 of the Uniform Commercial Code of the applicable jurisdiction and consistent with the intent of this Agreement, and (b) provide any other information required by part 5 of Article 9 of the Uniform Commercial Code of any jurisdiction for the sufficiency or filing office acceptance of any financing statement or amendment, including whether the Grantor is an organization or individual, the type of organization and any organizational identification number issued to the Grantor. The Grantor agrees to furnish any such information to the Collateral Agent promptly upon the Collateral Agent’s request. The Grantor also ratifies its authorization for the Collateral Agent to have filed in any Uniform Commercial Code jurisdiction any like initial financing statements or amendments thereto if filed prior to the date hereof.

Attorney-in-Fact. Subject to the terms of each Intercreditor AgreementsAgreement, 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 Grantee 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 the Grantor and in the name of Mortgagor the Grantor or otherwise otherwise, from time to time in the Grantee’s discretion (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, 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 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 : (1) 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 rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on 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 7.3Section. Mortgagor Grantor hereby ratifies and approves all that acts of said attorney; and so long as the attorney acts in good faith it shall have no liability to Grantor for any act or omission as such attorney shall lawfully do or cause to be done by virtue hereofattorney.

Attorney-in-Fact. Subject to Each Obligor irrevocably constitutes and appoints the Intercreditor AgreementsCollateral Agent and any officer or agent thereof, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of Mortgagor such Obligor and in the name of Mortgagor such Obligor or otherwise (a) to execute and/or record any notices in its own name, for the purpose of completion, cessation carrying out the terms of labor this Agreement 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 foreclosureSecurity, to take any and all appropriate action and to execute any and all documents or 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 that may be necessary or desirable to accomplish the purposes of this Agreement and the other Security. Each Obligor hereby acknowledges and agrees that the Collateral Agent shall have no fiduciary duties to such Obligor in acting pursuant to this power of attorney and such Obligor hereby waives any claims or rights of a beneficiary of a fiduciary relationship. Without limiting the generality of this Section 7.15, any action or inaction by the Collateral Agent pursuant to this Section 7.15 shall be taken at the written instruction of the Required Holders. The Collateral Agent agrees that it will not exercise any rights under the power of attorney provided for such purposein this Section 7.15 unless an Event of Default shall have occurred and be continuing, (c) provided that if any Obligor fails to prepare and file perform 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 comply with 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 its agreements contained 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 this Agreement or any other person Security, the Collateral Agent, at the written direction of the Required Holders, may perform or entity for any failure to take any action which it is empowered to take under comply, or otherwise cause performance or compliance, with such agreement. The expenses of the Collateral Agent incurred in connection with actions undertaken as provided in this Section 7.37.15, together with interest, from the date of payment by the Collateral Agent to the date reimbursed by the relevant Obligor, shall promptly be paid by such Obligor to the Collateral Agent. Mortgagor Each Obligor hereby ratifies all that such attorney said attorneys shall lawfully do or cause to be done by virtue hereof. All powers, authorizations and agencies contained in this Agreement are coupled with an interest and are irrevocable until this Agreement is terminated and the security interests created by the Security are released.

Attorney-in-Fact. Subject In the event that Owner shall default in the payment of the principal, premium, if any, or interest on any indebtedness forming a part of or arising under the Secured Obligations, or upon the occurrence of any other Event of Default hereunder or under the Loan Agreement, or under any other loan agreement, credit agreement, note, mortgage, guaranty or security agreement evidencing or securing the Secured Obligations, or under any other undertaking of Owner to Mortgagee, but subject in all respects to the Intercreditor Agreementsrights of the Agent and the Senior Lenders under the Senior Loan Agreement, Mortgagor hereby the Senior Security Documents and the Subordination Agreement, Owner 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 of Owner: (1) to execute, deliver and to make, in the name of and on behalf of Owner, a good conveyance of title to the Vessels to any purchaser (Owner will, if and when required by Mortgagee, execute such form of conveyance of title to the Vessels as Mortgagee may direct; Owner agrees that this requirement is subject to a suit for specific performance hereof); (2) to demand, collect, receive, compromise and xxx for, in the name of Owner, all freight, hire, earnings, issues, revenues, accounts, accounts receivable, chattel paper, income and profits of the Vessels, and all amounts due from underwriters under any insurance thereon as payment of losses, or as return premiums, or otherwise, salvage awards and recoveries, recoveries in general average or otherwise, and all other sums thereafter due or to become due in respect of the Vessels, or in respect of any insurance thereon, from any Person whomsoever to the extent of Owner’s interest therein, which said interest is hereby assigned to Mortgagee; (3) to make, give and execute in the name of the Owner acquaintances, receipts, releases or other discharges for the same, whether under seal or otherwise; (4) to endorse and accept, in the name of Owner, all checks, notes, drafts, warrants, agreements and other instruments in writing with respect to the foregoing. Owner authorizes the Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any such action which it is empowered to take or exercise any power enumerated in this Section, or otherwise provided for in this Mortgage or under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofapplicable law.

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 o 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 actually received by Mortgagee; delivery of mail to Borrower and to receive and open mail addressed to Borrower, (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 any applicable Intercreditor Agreements and the Master Lease 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 attorney-in-fact 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-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 Each 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 actually received by Mortgagee; delivery of mail to Borrower and to receive and open mail addressed to Borrower, (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 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 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 7.39.3. 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 Loan 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 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 The 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 the Borrower’s true and lawful proxy and attorney-in-fact (and agent-in-fact) in the 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 this Agreement, (ii) execute such financing statements and other documents and to do such other acts as the Bank may require to perfect and preserve the Bank’s security interest in, and to enforce such interests in the place Collateral, (iii) direct any Operating Subsidiary to request the applicable Insurance Director to approve the repayment of any of that Operating Subsidiary’s Subsidiary Notes and stead if necessary, make the request on behalf of Mortgagor and in the name of Mortgagor or otherwise such Operating Subsidiary, provided that (a) to execute and/or record any notices an Event 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 Default has occurred and has continued for thirty (1030) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgageedays, (b) upon the issuance of a deed pursuant to Bank has accelerated the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosureObligations, 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) the applicable Operating Subsidiary has not acted in good faith with the Bank to prepare and file or record financing statements and continuation statements, remedy such Event of Default 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 obtain approval of repayment from the Mortgaged Propertyapplicable Insurance Director, and (div) after carry out any remedy provided for in this Agreement, including endorsing the occurrence Borrower’s name to checks, drafts, instruments and during the continuance other items of any Event of Defaultpayment, 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) proceeds of the Credit Agreement; (3) Mortgagee as Collateral, executing change of address forms with the postmaster of the United States Post Office serving the address of the Borrower, changing the address of the Borrower to that of the Bank, opening all envelopes addressed to the Borrower and applying any payments contained therein to the Obligations. The Borrower hereby acknowledges that the constitution and appointment of such proxy and attorney-in-fact are coupled with an interest and are irrevocable. The Borrower hereby ratifies and confirms all that 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 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 and 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, and shall bear interest at the interest rate provided therefor in applicable to overdue amounts under Section 2.13(c2.15(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 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 Borrower hereby irrevocably appoints Mortgagee 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 MortgageeBorrower’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 (which power shall only be accountable deemed coupled with an interest) to execute, endorse and deliver any deed, conveyance, assignment or other instrument in writing as may be reasonably necessary to vest in Lender any right, title, interest or power which by the terms hereof are expressed to be conveyed to or conferred upon Lender, including executing any documents necessary to perfect, amend, or to continue the security interest granted in this Agreement or to demand termination of filings of other secured parties. Lender may at any time, and without further authorization from Borrower, file a carbon, photographic or other reproduction of any financing statement or of this Agreement for use as a financing statement. Borrower may file one or more financing statements disclosing its security interest in any or all of the Collateral without Borrower’s signature appearing thereon. Borrower also hereby grants Lender a power of attorney to execute any such funds as are actually received by Mortgagee; financing statements, or amendments and (4) Mortgagee shall not supplements to financing statements, and amendments and supplements to Schedule A thereto, on behalf of Borrower without notice thereof to Borrower. Borrower hereby ratifies and approves all acts of any such attorney and agrees that neither Lender nor any such attorney will be liable to Mortgagor or any other person or entity for any failure acts or omissions nor for any error of judgment or mistake of fact or law. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Indebtedness has been fully paid and satisfied and all agreements of Lender to take any action which it is empowered extend credit to take under this Section 7.3or for the account of Borrower have expired or otherwise have been terminated. Mortgagor hereby ratifies Borrower will reimburse Lender for all that such attorney shall lawfully do or cause to be done by virtue hereofexpenses for the perfection and the continuation of the perfection of Lender’s security interest in the Collateral.

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 under the terms of this Mortgage, the Note and the Lease, 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, RentsPersonalty, Deposit AccountsFixtures, 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 PropertySecurity, 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 Borrowers hereby irrevocably appoints Mortgagee appoint 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 Borrowers' attorney-in-fact and authorize Lender or such designee, at Borrowers' sole expense, to exercise at any time 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 Borrowers, 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 bailee's 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 Borrowers 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 to the extent permitted in Section 5.4, or notify bailees as to the disposition of Collateral; (d) during the continuance of an Event of Default or if Borrowers so agree, take or bring, in the name of Lender or Borrowers, 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) during the continuance of an Event of Default, change the address for such funds as are actually received by Mortgageedelivery of mail to Borrowers and to receive and open mail addressed to any Borrower; (f) during the continuance of 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 Borrowers and file against Borrowers 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 Borrower hereby irrevocably appoints Mortgagee Lender and any designee of Lender as its Borrower's attorney-in-fact, which agency is coupled with an interest fact 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 (authorizes Lender or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgageedesignee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosureat Borrower's sole expense, to execute all instruments of assignment, conveyance exercise at any time in Lender's 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) designee's discretion after the occurrence and during the continuance of any an Event of DefaultDefault all or any of the following powers, to perform any obligation which powers of Mortgagor hereunder; providedattorney, howeverbeing coupled with an interest, 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 irrevocable until all Obligations have been paid in full: (a) receive, take, endorse, assign, deliver, accept and included deposit, in the Secured Obligations andname of Lender or Borrower, if not paid when dueany and all cash, shall bear interest at checks, commercial paper, drafts, remittances and other instruments and documents relating to the rate provided therefor in Section 2.13(cCollateral or the proceeds thereof, (b) transmit to account debtors, other obligors or any bailees notice of the Credit Agreement; 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, (3c) Mortgagee notify account debtors or other obligors to make payment directly to Lender, or notify bailees as such attorney-in-fact shall only be accountable 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) change the address for such funds as are actually received by Mortgagee; delivery of mail to Borrower and receive and open mail addressed to Borrower, (f) 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 The Pledgor and each OFS Company hereby appoint the Trustee the attorney-in-fact of the Pledgor and such OFS Company, respectively (which power of attorney shall be exercised only during such time as the Trustee 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 Trustee 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 Trustee is expressly permitted to take the related action in accordance with this Agreement, shall the Trustee have the right, with full power of substitution either in the Trustee’s name or in the name of the Pledgor or any OFS Company, 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 each OFS 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 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 Trustee 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 Trustee, 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 Trustee 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 an OFS Company or the Pledgor or to any claim or action against the Trustee, in the absence of the gross negligence or willful misconduct of the Trustee. The Pledgor’s and each OFS Company’s appointment of the Trustee as attorney-in-fact, and the Trustee’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 Trustee 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 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 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 Xxxxxx’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 Xxxxxx 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 Xxxxxx’s request therefor, or (y) in Xxxxxx’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 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 Proceeds 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 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 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, 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 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 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) business 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, including, without limitation, the obligation to pay Taxes and maintain insurance; each as further provided in Article V of the Credit Agreement, 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 or cause to be done by virtue hereofSection.

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 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 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 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 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 Under 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 actually received by Mortgagee; delivery of mail to Borrower and to receive and open mail addressed to Borrower, (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-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 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 Mortgages of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, the Facility (where applicable), 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 statement, 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 post-default rate as provided therefor in Section 2.13(c) of the Credit AgreementAgreement provided that from the date incurred said advance is not repaid within fifteen (15) days demand therefor; (3iii) Mortgagee as such attorney-in-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 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) after an Event of Default 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 actually received by Mortgagee; delivery of mail to Borrower and to receive and open mail addressed to Borrower, (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 '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, 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 hereofSECTION 9.5.

Attorney-in-Fact. Subject and subordinate in all respects to the Intercreditor Agreementsrights, Mortgagor powers and prerogatives of the relevant Agency under its Acknowledgment Agreement and Agency Guidelines, Bank is hereby irrevocably appoints Mortgagee as its appointed the attorney-in-factfact of Borrower, with full power of substitution, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any agreements, documents or instruments that Bank may deem necessary or advisable to accomplish this Agreement’s purposes, which agency appointment as attorney-in-fact is coupled with an interest and with full irrevocable for so long as any of the Indebtedness, the Obligations or the Commitments are outstanding. Bank agrees not to exercise its rights under this power of substitutionattorney unless an Event of Default has occurred and is continuing. Without limiting the generality of the foregoing, with full authority subject and subordinate in all respects to the place rights, powers and stead prerogatives of Mortgagor the relevant Agency under its Acknowledgment Agreement and Agency Guidelines, and during the continuation of an Event of Default, Bank shall have the right and power, either in the name of Mortgagor Borrower or otherwise both, or in its own name, to (a) to execute and/or record any give notices of completion, cessation of labor or its security interest in the Collateral to 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 MortgageePerson, (b) upon the issuance endorse in blank, to itself or to a nominee all items of a deed pursuant Collateral that are transferable by endorsement and are payable to the foreclosure order of this Mortgage Borrower, including canceling, completing or the delivery supplying any unneeded, incomplete or missing endorsement of a deed in lieu of foreclosure, to execute all instruments of Borrower and any related 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) receive, endorse, collect and receipt for all checks and other orders made payable to prepare and file the order of Borrower representing any payment of account of the principal of or record financing statements and continuation statementsinterest on any Collateral or their proceeds (including any securities), or the proceeds of sale of any of the Collateral, or any payment in respect of any hedging arrangement or device, and to preparegive full discharge for them, execute and file (d) request that any Pledged Servicing Right related to Fxxxxx Mxx, Freddie Mac or record applications for registration and like papers necessary any other investor be transferred to create, perfect or preserve Mortgagee’s security interests and rights in Bank or to another approved servicer approved by Fxxxxx Mxx, Freddie Mac, or such other investor (as the case may be) and perform (without assuming or being deemed to have assumed any of the Mortgaged Propertyobligations of Borrower thereunder) all aspects of each servicing contract that is Collateral, (e) request distribution to Bank of sale proceeds or any applicable contract termination fees arising from the sale or termination of any Pledged Servicing Rights and remaining after satisfaction of Borrower’s relevant obligations to Fxxxxx Mxx, Freddie Mac or such other investor (as the case may be), including costs and expenses related to any such sale or transfer of such Pledged Servicing Rights and other amounts due for unmet obligations of Borrower to Fxxxxx Mxx, Freddie Mac or such other investor (as the case may be) under applicable Agency Guideline or such other investor’s contract, (f) deal with investors and any and all Sub-Servicers and master servicers in respect of any of the Collateral in the same manner and with the same effect as if done by Borrower and (dg) after take any action and execute any instruments that Bank deems necessary or advisable to accomplish any of such purposes. Bank and Bxxxxxxx acknowledge that this Section 10.3 is intended to serve as a power of attorney for all purposes as the occurrence and during same may be referenced in any Acknowledgment Agreement. Notwithstanding 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 foregoing or any other person provision in the Loan Documents, nothing in this provision or entity for any failure other provision in the Loan Documents is intended to take confer, should be construed to confer, or does confer any action which it is empowered authority or power upon Bank or any other Person (x) to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do prosecute, defend, settle, compromise, or cause otherwise initiate or dispose of any Litigation in the name of Borrower or any other Obligated Party (other than claims or counterclaims directly associated with the foregoing), or (y) to be done by virtue hereofincur or agree to any Debt, liability, or obligation in the name or on behalf of Borrower or any other Obligated Party.

Attorney-in-Fact. Subject to Upon the Intercreditor Agreementsoccurrence of an Event of Default that has not been cured or 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.