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 Each Grantor hereby irrevocably appoints Mortgagee the Collateral Agent (such appointment being coupled with an interest), subject to the Intercreditor, as its such 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 such Grantor and in the name of Mortgagor such Grantor, the Collateral Agent or otherwise otherwise, from time to time to take any action and to execute any instrument reasonably necessary or advisable or that the Collateral Agent may deem reasonably necessary or advisable to accomplish the purposes of this Agreement, including the following: (a) to execute and/or record prepare, sign, and file for recordation in any notices Intellectual Property registry, appropriate evidence of completion, cessation the lien and security interest granted herein in the Intellectual Property in the name of labor such Grantor as assignor 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, pledgor; (b) upon to take or cause to be taken all actions necessary to perform or comply or cause performance or compliance with the issuance terms of a deed pursuant this Agreement, including access to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed on or threatened against the Collateral, any such payments made by the Collateral Agent to become part of the Secured Obligations of such Grantor (Collateral Agent agrees to give reasonable notice to such Grantor of such payments) to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosureCollateral Agent, 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 due and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, payable immediately without demand; and (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 Upon the occurrence and during the continuance of any Event of DefaultDefault and subject to the Intercreditor: (i) to obtain and adjust insurance required to be maintained by such Grantor or paid to the Collateral Agent pursuant to the Indenture Documents; (ii) to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to perform become due under or in respect of 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; Collateral; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; to receive, endorse and collect any drafts or other Instruments, Documents and Chattel Paper in connection with Section 6.3(b); (4iv) Mortgagee shall not be liable to Mortgagor file any claims or any other person or entity for any failure to take any action which it is empowered or institute any proceedings that the Collateral Agent may deem necessary or desirable for the collection of any of the Collateral or otherwise to take under this Section 7.3. Mortgagor hereby ratifies enforce the rights of the Collateral Agent with respect to any of the Collateral; (v) to sell, transfer, assign, lease, license, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Collateral Agent were the absolute owner thereof for all purposes, and to do, at the Collateral Agent’s option and such Grantor’s expense, at any time or from time-to-time, all acts and things reasonably necessary or advisable or that the Collateral Agent reasonably deems necessary to protect, preserve, or realize on the Collateral and the Collateral Agent’s security interest therein as fully and effectively as such attorney shall lawfully do or cause to be done by virtue hereofGrantor might do.

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

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

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

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

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

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

Attorney-in-Fact. Subject to Holdings, the Intercreditor AgreementsBorrower and each Borrower Subsidiary hereby constitute and appoint the Lenders, Mortgagor hereby irrevocably appoints Mortgagee or any other Person whom the Lenders may designate, as its Holdings, the Borrower and each Borrower Subsidiary’s attorney-in-fact, which agency is fact (such appointment being coupled with an interest and with full power of substitutionbeing irrevocable until the Lenders’ lien shall have been terminated in writing as set forth in this Agreement), with full authority in at the place Borrower’s sole cost 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 foreclosureexpense, to execute all instruments of assignment, conveyance exercise any one or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor more of the grantee of following rights and powers at 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) time after the occurrence and during the continuance of any an Event of Default, to perform any obligation Default (and all acts 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 or designee taken pursuant to this Section are actually received hereby ratified and approved by Mortgagee; Holdings, the Borrower and (4) Mortgagee each Borrower Subsidiary, and said attorney or designee shall not be liable for any acts or omissions nor for any error of judgment or mistake of fact or law): (a) To take or to Mortgagor bring, in the name of the Lenders or in the name of Holdings, the Borrower or any Borrower Subsidiary, all steps, action, suits or proceeding deemed by the Lenders necessary or desirable to effect collection of the Accounts; (b) To settle, adjust, compromise, extend, renew, discharge, terminate or release the Accounts in whole or in part; (c) To settle, adjust or compromise any legal proceedings brought to collect the Accounts; (d) To notify Purchasers to make payments on the Accounts directly to the Lenders or to a lockbox designated by the Lenders; (e) To transmit to Purchasers notice of the Lenders’ interest in the Accounts and to demand and receive from such Purchasers at any time, in the name of the Lenders or of Holdings, the Borrower or any Borrower Subsidiary or of the designee of the Lenders, information concerning the Accounts and the amounts owing thereon; (f) To use Holdings, the Borrower or any Borrower Subsidiary’s stationery and sign the name of Holdings, the Borrower or any Borrower Subsidiary to verifications of the Accounts and notices thereof to Purchasers; (g) To sell or assign any of the Collateral upon such terms, for such amounts and at such time or times as Lenders deems advisable, and to execute any bills of sale or assignments in the name of Holdings, the Borrower or any Borrower Subsidiary in relation thereto; (h) To take control, in any manner, of any item of payment on, or proceeds of, Collateral; (i) To prepare, file and sign Holdings, the Borrower or any Borrower Subsidiary’s name on any proof of claim in bankruptcy or similar document against any Purchaser; (j) To prepare, file and sign Holdings, the Borrower or any Borrower Subsidiary’s name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Collateral; (k) To sign or endorse the name of Holdings, the Borrower or any Borrower Subsidiary upon any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, warehouse receipt or similar document or agreement relating to the Collateral; (l) To use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Collateral to which Holdings, the Borrower or any Borrower Subsidiary has access; (m) To receive, take, endorse, assign and deliver in the Lenders’ name or in the name of Holdings, the Borrower or any Borrower Subsidiary any and all checks, notes, drafts and other person instruments; (n) To receive, open and dispose of all mail addressed to Holdings, the Borrower or entity any Borrower Subsidiary and to notify postal authorities to change the address for the delivery thereof to such address as the Lenders may designate; and (o) To do all acts and things necessary, in the Lenders’ discretion, to fulfill Holdings, the Borrower or any failure to take any action which it is empowered to take Borrower Subsidiary’s obligations under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause Agreement and to be done by virtue hereofotherwise carry out the purposes 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 (a) Parent hereby appoints the Intercreditor AgreementsAdministrative Agent (such appointment being coupled with an interest), Mortgagor hereby irrevocably appoints Mortgagee on behalf of the Secured Parties, or any Person, officer or agent whom the Administrative Agent may designate, as its true and lawful attorney-in-fact, which agency is coupled with an interest fact and with full power of substitutionproxy, with full irrevocable power and authority in the place and stead of Mortgagor Parent and in hereby authorizes the name of Mortgagor or otherwise (a) Administrative Agent 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 represent 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 vote any of the Mortgaged PropertyEquity Interests issued by the Borrower in its own name, at Parent’s cost and (d) after the occurrence and during the continuance of any Event of Defaultexpense, to perform the extent reasonable, from time to time to take any obligation action and to execute any instrument which may be reasonably necessary to enforce its rights under this Agreement, including, without limitation, authority to receive, endorse and collect all instruments made payable to Parent representing any distribution, interest payment or other payment in respect of Mortgagor hereunder; providedthe Pledged Collateral or any part thereof to be paid over to the Administrative Agent and to give full discharge for the same. Notwithstanding anything in this Section 8.03 to the contrary, however, that (1) Mortgagee the Administrative Agent shall not under exercise 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 rights as such attorney-in-fact shall only be accountable or proxy 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 7.3. Mortgagor 8.03(a) unless and until an Event of Default has occurred and is continuing. (b) Parent hereby ratifies all that such said attorney shall lawfully do or cause to be done by virtue hereof, in each case pursuant to the powers granted, and the restrictions on the exercise of such power provided, hereunder. Parent hereby acknowledges and agrees that the Administrative Agent shall have no fiduciary duties to Parent in acting pursuant to this power-of-attorney and Parent hereby waives any claims or rights of a beneficiary of a fiduciary relationship hereunder. (c) Parent shall execute and deliver to the Administrative Agent an irrevocable proxy in the form attached hereto as Exhibit B and an irrevocable indorsement in blank in the form attached hereto as Exhibit C with respect to the Equity Interests of the Borrower owned by Parent.

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee (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, 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 AgreementsBorrower hereby constitutes and appoints Bank, Mortgagor hereby irrevocably appoints Mortgagee or any other Person whom Bank may designate, as its Borrower’s attorney-in-fact, which agency is fact (such appointment being coupled with an interest and with full power of substitutionbeing irrevocable), with full authority in the place at Borrower’s sole cost 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 foreclosureexpense, to execute all instruments of assignment, conveyance exercise any one or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor more of the grantee of following rights and powers at 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) time after the occurrence and during the continuance of any an Event of Default, to perform any obligation Default (and all acts 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 or designee taken pursuant to this Section are actually received hereby ratified and approved by Mortgagee; Borrower, and (4) Mortgagee said attorney or designee shall not 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): (A) To take or to bring, in the name of Bank or in the name of Borrower, all steps, action, suits or proceeding deemed by Bank necessary or desirable to effect collection of the Accounts; (B) To settle, adjust, compromise, extend, renew, discharge, terminate or release the Accounts in whole or in part; (C) To settle, adjust or compromise any legal proceedings brought to collect the Accounts; (D) To notify Purchasers to make payments on the Accounts directly to Bank or to a lockbox designated by Bank; (E) To transmit to Purchasers notice of Bank’s interest in the Accounts and to demand and receive from such Purchasers at any time, in the name of Bank or of Borrower or of the designee of Bank, information concerning the Accounts and the amounts owing thereon; (F) To use Borrower’s stationery and sign the name of Borrower to verifications of the Accounts and notices thereof to Purchasers; (G) To sell or assign any of the Collateral upon such terms, for such amounts and at such time or times as Bank deems advisable, and to execute any bills of sale or assignments in the name of Borrower in relation thereto; (H) To take control, in any action manner, of any item of payment on, or proceeds of, Collateral; (I) To prepare, file and sign Borrower’s name on any proof of claim in Bankruptcy or similar document against any Purchaser; (J) To prepare, file and sign Borrower’s name on any notice of lien, assignment or satisfaction of lien or similar document in connection with the Collateral; (K) To sign or endorse the name of Borrower upon any Chattel Paper, Document, Instrument, invoice, freight xxxx, xxxx of lading, warehouse receipt or similar document or agreement relating to the Collateral; (L) To use the information recorded on or contained in any data processing equipment and computer hardware and software relating to the Collateral to which it is empowered Borrower has access; (M) To enter into contracts or agreements for the processing, fabrication, packaging and delivery of the Collateral as said attorney-in-fact or designee or Bank may from time to take time deem appropriate and charge Borrower’s account for any costs thereby incurred; (N) To receive, take, endorse, assign and deliver in Bank’s name or in the name of Borrower any and all checks, notes, drafts and other instruments; (O) To receive, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for the delivery thereof to such address as Bank may designate; and (P) To do all acts and things necessary, in Bank’s discretion, to fulfill Borrower’s obligations under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause Agreement and to be done by virtue hereofotherwise carry out the purposes 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 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 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 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 hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably the Trustee deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee the Trustee may agree in its reasonable discretionagree) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c2.15(b) of the Credit AgreementIndenture; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-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 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 and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten thirty (1030) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Fixtures, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) or rates at which interest is then computed on the Indebtedness pursuant to the terms of the Credit AgreementAgreement provided that from the date incurred said advance is not repaid within five (5) days demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. 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) Business Days after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsIntangible Property, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSECTION 10.3.

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

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

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

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) 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 (a) Each Borrower hereby constitutes and appoints the Intercreditor AgreementsCollateral Agent, Mortgagor hereby irrevocably appoints Mortgagee as its acting for and on behalf of itself and the other Senior Secured Parties and each successor or permitted assign of the Collateral Agent and the other Senior Secured Parties, the true and lawful attorney-in-factfact of such Borrower, which agency is coupled with an interest and with full power of substitution, with full and authority in the place and stead of Mortgagor such Borrower and in the name of Mortgagor such Borrower, Collateral Agent or otherwise (a) to execute and/or record any notices enforce all rights, interests and remedies 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 Borrower with respect to the LeasesCollateral or enforce all rights, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards interests and Records in favor remedies of the grantee of any such deed and as may be necessary or desirable for such purpose, Collateral Agent under this Agreement (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 including the rights set forth 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 hereunderthis Article IX); provided, however, that (1) Mortgagee Collateral Agent shall not under exercise any circumstances of the aforementioned rights unless an Event of Default has occurred and is continuing and has not been waived or cured in accordance with this Agreement and the other Financing Documents and delivery of notice as set forth in Section 9.02(b) and the Orders. This power of attorney is a power coupled with an interest and shall be obligated irrevocable; provided further, however, that nothing in this Agreement shall prevent any Borrower from, prior to the exercise by Collateral Agent of any of the aforementioned rights, undertaking such Borrower's operations in the ordinary course of business in accordance with the Collateral and the Financing Documents. (b) If any Borrower fails to perform any agreement or obligation contained herein, and such failure continues for ten (10) days following delivery of Mortgagor; (2) any sums advanced written notice by Mortgagee the Collateral Agent to such Borrower, and subject to the Orders, the Collateral Agent itself may perform, or cause performance of, such agreement or obligation, and the reasonable expenses of the Collateral Agent incurred in such performance that are payable under Section 4.9(b) connection therewith shall be added to payable by such Borrower and included in shall be secured by 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 hereofCollateral.

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Borrower hereby irrevocably appoints Mortgagee Xxxxxx and any designee of Lender as its Xxxxxxxx's attorney-in-factfact and authorizes Lender or such designee, at Borrower's sole expense, to exercise at any times in Xxxxxx's or such designee's discretion all or any of the following powers, which agency is powers, being coupled with an interest interest, shall be irrevocable until all Obligations have been paid and with full power of substitutionsat- isfied in full: (a) receive, with full authority in the place endorse, assign, deliver, and stead of Mortgagor and deposit, in the name of Mortgagor Lender or otherwise (a) Borrower, any and all cash, checks, commercial paper, drafts, remittances and other instruments and docu- ments relating to execute and/or record any notices of completion, cessation of labor the Collateral or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, the proceeds thereof; (b) upon notify account debtors, other obligors or any bailees of the issuance interest of a deed pursuant 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 foreclosure disposition of this Mortgage Collateral; (d) execute in the name of Borrower and file against Borrower in favor of Lender financing statements, deeds of trust, mortgages, or the delivery of a deed in lieu of foreclosureother assignment documents, to execute all instruments of assignment, conveyance or further assurance as well as any amendments with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor any portion of the grantee of any such deed and as may be necessary or desirable for such purposeCollateral; (e) obtain insurance at Borrower's expense and, (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 adjust or settle any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated claim or other matter arising pursuant to perform any obligation of MortgagorBorrower's insurance or to amend or cancel such insurance; (2f) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included after an Event of Default, take or bring, in the Secured Obligations andname of Lender or Borrower, if not paid when dueall steps, shall bear interest at actions, suits or proceedings deemed by Lender necessary or desirable to direct collection of or other realization upon the rate provided therefor in Section 2.13(c) of the Credit Agreementaccounts and other Collateral; (3g) Mortgagee as such attorney-in-fact shall only be accountable after an Event of Default, change the address for such funds as are actually received by Mortgageedelivery of mail to Borrower and to receive and open mail addressed to Borrower; and (4h) Mortgagee shall not be liable to Mortgagor 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 person Collateral which includes a monetary obligation and discharge or entity for release the account debtor or other obligor, without affecting 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 hereofof the Obligations.

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

Attorney-in-Fact. Subject to the Intercreditor Agreementscompliance with applicable Nevada Gaming Laws, Mortgagor Debtor hereby irrevocably appoints Mortgagee the Intercreditor Agent as its Debtor'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 Debtor and in the name of Mortgagor Debtor, the Intercreditor Agent or otherwise otherwise, from time to time upon and following the occurrence and continuation of an Event of Default or Potential Event of Default in the Intercreditor Agent's discretion to take any action and to execute any instrument that the Intercreditor Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation: (a) to execute and/or record any notices of completion, cessation of labor obtain and adjust insurance required to be maintained by Debtor or any other notices that Mortgagee reasonably deems appropriate paid to protect Mortgagee’s interest, if Mortgagor shall fail the Intercreditor Agent pursuant to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, this Agreement; (b) upon the issuance to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect 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 any of the grantee of Collateral; (c) to receive, endorse and collect any such deed drafts or other instruments, documents and as chattel paper in connection with clauses (a) and (b) above; (d) to file any claims or take any action or institute any proceedings that the Intercreditor Agent may be deem necessary or desirable for such purpose, (c) the collection of any of the Collateral or otherwise 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 enforce the rights in or of the Intercreditor Agent with respect to any of the Mortgaged PropertyCollateral; (e) to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Intercreditor Agent in its sole discretion, any such payments made by the Intercreditor Agent to become obligations of Debtor to the Intercreditor Agent, due and payable immediately without demand; (df) after to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; and (g) upon the occurrence and during the continuance continuation of any an Event of Default, generally to perform sell, transfer, pledge, make any obligation agreement with respect to or otherwise deal with any of Mortgagor hereunder; providedthe Collateral as fully and completely as though the Intercreditor Agent were the absolute owner thereof for all purposes, howeverand to do, 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 Intercreditor Agent's option and Debtor's expense, at any time or from time to time, all acts and things that the Intercreditor Agent deems necessary to protect, preserve or realize upon the Collateral and the Intercreditor Agent's security interest therein in Section 2.13(c) order to effect the intent of the Credit this Agreement; (3) Mortgagee , all as such attorney-in-fact shall only be accountable for such funds fully and effectively 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 hereofDebtor might do.

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 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 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 MortgageeGrantee’s security titles, 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 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 provided therefor in Section 2.13(c) of the Credit AgreementDefault Rate; (3iii) Mortgagee Grantee as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeGrantee; and (4iv) Mortgagee Grantee shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, 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) performance, subject to the applicable provisions of the Credit Agreement, shall be added to and included in the Secured Obligations andand shall, if not paid when due, shall bear interest at the rate provided therefor thereof in Section 2.13(c2.10(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 7.38.3. 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 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) after an Event of Default, 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-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 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 '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 hereof9.4.

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

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 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-attorney in fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

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

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee 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 will 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, 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 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 will 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 will be added to and included in the Secured Obligations and, if not paid when due, shall Indebtedness and will bear interest at the default rate provided therefor in Section 2.13(c) or rates at which default interest is then computed on the Indebtedness pursuant to the terms and provisions of the Credit AgreementNote; (3) Mortgagee as such attorney-in-fact shall will only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall will 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 9.3.

Attorney-in-Fact. Subject to the Intercreditor AgreementsShould an Event of Default occur hereunder, Mortgagor Borrower hereby irrevocably designates, constitutes and appoints Mortgagee the Bank as its true and lawful attorney-in-fact, which agency is coupled with an interest and fact with full power of substitution, substitution and with full authority and irrevocable power (which power shall be deemed coupled with an interest), in the Borrower’s place and stead of Mortgagor and in either Borrower’s or the name of Mortgagor Bank’s name, at any time: (i) to lease, license, sell or otherwise dispose of any rights Borrower may have in or to the Canadian Tax Credits; (aii) to require, demand, collect, receive, settle, adjust, compromise and to give acquittances and receipts for the payment of any and all monies payable pursuant to any agreements as the Bank has a Security Interest; (iii) to file any claims or proofs of claim, to commence, maintain or discontinue any actions, suits or other proceedings deemed by the Bank advisable for the purpose of collecting or enforcing payment of any such monies; (iv) to endorse any checks, drafts or other orders or instruments for the payment of monies payable to Borrower which shall be issued in respect of such monies; (v) to execute and/or record any notices of completionand all such instruments, cessation of labor agreements 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 documents as may be necessary or desirable for such purpose, in the premises; and (cvi) to prepare and file or record financing statements and continuation statementsapply any receipts so derived as provided herein. However, 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 Bank shall not under any circumstances be obligated to perform make any obligation of Mortgagor; (2) demand or present or file 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 claim or any other person or entity for any failure to take any action which it is empowered authorized hereby. If the Bank requests, Borrower shall deliver to take under this Section 7.3the Bank all materials, books, records, documents and things of any nature required by the Bank in the exercise of its rights hereunder. Mortgagor hereby ratifies all that Thereafter, unless the Bank requests Borrower to do otherwise, Borrower shall continue to perform, and such attorney other Persons shall lawfully do or cause continue to be done obligated to perform, their respective obligations in accordance any agreements entered into by virtue hereofthem prior thereto and all other agreements thereafter entered into by the Bank pursuant hereto.

Attorney-in-Fact. Subject The Grantor hereby irrevocably appoints, subject to the Intercreditor Agreementsrights of the Prior Lienholders, Mortgagor 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: (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 bill of lading rexxxxng 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 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 The Administrator 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 AgreementsAdministrator shall have the right, Mortgagor at its election, in the name of the Shipowner or otherwise, to prosecute and defend any and all actions or legal proceedings deemed advisable by the Administrator in order to enforce this Assignment and to protect the interests of the Administrator and the holder(s) of the Administrator’s Note, and/or the Shipowner, with all costs, expenses and attorneys’ fees incurred in connection therewith being paid by the Shipowner. The Shipowner does hereby irrevocably appoints Mortgagee appoint and constitute the Administrator as its the Shipowner’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 Shipowner 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 Administrator 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 Shipowner, 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 Administrator 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 Administrator shall not under take any circumstances action pursuant to the power granted by this Section 2.08 unless a 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 Administrator 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 Administrator to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofof the actions described herein.

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

Attorney-in-Fact. Subject to Borrower hereby appoints Lender as the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-factfact of Borrower, which agency power of attorney is irrevocable and coupled with an interest and interest, with full power of substitution, with full authority in the place and stead of Mortgagor substitution and in the name of Mortgagor or otherwise Borrower, if Lender elects to do so, upon the occurrence of an Event of Default, to (without any obligation to do so): (a) to execute and/or record use such sums as are necessary, including 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 proceeds of the grantee Construction Loan and any Additional Equity, make such changes or corrections in the plans and specifications and employ such architects, engineers, and Contractors as may be required for the purpose of any such deed completing the construction of the Tenant Improvements substantially in accordance with the plans and specifications (as modified as deemed necessary by Lender), Loan Documents, laws and governmental requirements, or as otherwise may be necessary or desirable for purposes of completing such purpose, construction; (b) execute all applications and certificates in the name of Borrower which may be required for completion of construction of the Tenant Improvements; (c) endorse the name of Borrower on any checks or drafts representing proceeds of any insurance policies, or other checks or instruments payable to prepare and file or record financing statements and continuation statements, and Borrower with respect 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 do every act with respect to the occurrence construction of the Tenant Improvements which Borrower may do; (e) prosecute or defend any action or proceeding incident to the Property; (f) cure any default or event of default under a Ground Lease, the M.D. Andexxxx Xxxse, or the Riverway Construction Loan Agreement; (g) request reimbursement from Tenant under the Authorization Letter be paid directly to Lender for application to the Real Estate Note, and during in connection therewith, submit on behalf of Borrower all invoices as other items required by the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, Authorization Letter (with the understanding that (1) Mortgagee Borrower shall not under any circumstances be remain obligated to perform all of its obligations and commitments under the Authorization Letter arising in connection with payment by Tenant thereunder); (h) pay, settle, or compromise all bills and claims so as to clear title to the Property; and (i) take over and use all or any obligation part of Mortgagor; (2) any sums advanced the labor, materials, supplies and equipment contracted for, owned by, or under the control of Borrower, whether or not previously incorporated into the Tenant Improvements. Any amounts expended by Mortgagee in such performance that are payable under Section 4.9(b) Lender shall be added a demand obligation owing by Borrower 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 hereofLender.

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 to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-factattorney‑in‑fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor 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 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 like (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 Default Rate or other applicable rate provided therefor in Section 2.13(c) of interest pursuant to 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 hereofSection.

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor 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 3.1 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 Agreementscompliance with applicable Nevada Gaming Laws, Mortgagor each Debtor hereby irrevocably appoints Mortgagee the Intercreditor Agent as its Debtors' 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 Debtor and in the name of Mortgagor such Debtor, the Intercreditor Agent or otherwise otherwise, from time to time upon and following the occurrence and continuation of an Event of Default or Potential Event of Default in the Intercreditor Agent's discretion to take any action and to execute any instrument that the Intercreditor Agent may deem necessary or advisable to accomplish the purposes of this Agreement, including without limitation: (a) to execute and/or record any notices of completion, cessation of labor obtain and adjust insurance required to be maintained by Debtors or any other notices that Mortgagee reasonably deems appropriate paid to protect Mortgagee’s interest, if Mortgagor shall fail the Intercreditor Agent pursuant to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, this Agreement; (b) upon the issuance to ask for, demand, collect, xxx for, recover, compound, receive and give acquittance and receipts for moneys due and to become due under or in respect 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 any of the grantee of Collateral; (c) to receive, endorse and collect any such deed drafts or other instruments, documents and as chattel paper in connection with clauses (a) and (b) above; (d) to file any claims or take any action or institute any proceedings that the Intercreditor Agent may be deem necessary or desirable for such purpose, (c) the collection of any of the Collateral or otherwise 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 enforce the rights in or of the Intercreditor Agent with respect to any of the Mortgaged PropertyCollateral; (e) to pay or discharge taxes or Liens (other than Permitted Liens) levied or placed upon or threatened against the Collateral, the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Intercreditor Agent in its sole discretion, any such payments made by the Intercreditor Agent to become obligations of Debtor to the Intercreditor Agent, due and payable immediately without demand; (df) after to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; and (g) upon the occurrence and during the continuance continuation of any an Event of Default, generally to perform sell, transfer, pledge, make any obligation agreement with respect to or otherwise deal with any of Mortgagor hereunder; providedthe Collateral as fully and completely as though the Intercreditor Agent were the absolute owner thereof for all purposes, howeverand to do, 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 Intercreditor Agent's option and Debtors' expense, at any time or from time to time, all acts and things that the Intercreditor Agent deems necessary to protect, preserve or realize upon the Collateral and the Intercreditor Agent's security interest therein in Section 2.13(c) order to effect the intent of the Credit this Agreement; (3) Mortgagee , all as such attorney-in-fact shall only be accountable for such funds fully and effectively 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 hereofDebtor might do.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee Mortgagee, effective upon the occurrence and during the continuance of an Event of Default, after expiration of all applicable notice and cure periods, 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 similar 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 any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate provided therefor in Section 2.13(cor rates at which interest is then computed on the Obligations provided, that from the date incurred said advance is not repaid within ten (10) of the Credit Agreementdays 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 hereof7.

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 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 7.39.3. Mortgagor hereby ratifies all 33 To be included if local counsel advises that local law requires such attorney shall lawfully do or cause to be done by virtue hereofstatement.

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-factattorney‑in‑fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor 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 : (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 Default Rate or other applicable rate provided therefor in Section 2.13(c) of interest pursuant to 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 7.3Section. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to Effective upon the Intercreditor Agreementsoccurrence of an Event of Default or Default, Mortgagor hereby Lessee irrevocably appoints Mortgagee as Lessor (and any assignee, mortgagee and/or lender of the Lessor) its attorney-in-factfact to act in Lessee's name and on its behalf to make, which agency execute, deliver and file any instruments or documents, settle, adjust, receive payment, make claim or proof of loss, endorse Lessee's name on any checks, drafts or other instruments in payment of such claims and to take any action as Lessor (and any such assignee, mortgagee and/or lender) deems necessary or appropriate to carry out the intent of this Insurance Addendum or any agreements, documents or instruments related thereto and to endorse Lessee's name on any checks, drafts or other instruments in payment of claims. To the extent appropriate or permissible under applicable law, such appointment is coupled with an interest interest, shall be irrevocable and with shall terminate only upon payment in full power of substitutionthe obligations set forth in this Lease and/or any agreements, with full authority documents or instruments related thereto. MAINTENANCE ADDENDUM ("MAINTENANCE ADDENDUM") to Aircraft Lease (MSN 650-0084) dated as of August ___, 2003, (the "LEASE") by and between SOUTHWEST CARTAGE, INC., as lessor ("LESSOR"), and ELITE FLIGHT SOLUTIONS, INC., as lessee ("LESSEE"). All capitalized terms used herein that are not otherwise defined herein shall have the meanings given to such terms in the place Lease. Except as set forth herein, all of the terms and stead conditions of Mortgagor the Lease and in any supplements, schedules, addenda, exhibits or 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 like entered into pursuant to the foreclosure of this Mortgage or the delivery of a deed Lease remain 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 full force and Records in favor effect. Execution of the grantee of any such deed Lease by Lessee and as may Lessor shall be necessary or desirable for such purpose, (c) deemed to prepare constitute execution 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 acceptance of the Mortgaged Propertyterms and conditions hereof, 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) whereupon this Maintenance Addendum shall be added deemed 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) be a part of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as Lease. The following provisions 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.incorporated into the Lease:

Attorney-in-Fact. Subject to Pledgor hereby constitutes and appoints Collateral Agent, acting for and on behalf of itself and each successor or assign of Collateral Agent the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its true and lawful attorney-in-factfact of Pledgor, which agency is coupled with an interest and with full power of substitution, with full and authority in the place and stead of Mortgagor Pledgor and in the name of Mortgagor Pledgor, Collateral Agent or otherwise otherwise, subject to the terms of the Credit Agreement, this Agreement, the Forbearance Agreement and applicable law, to enforce all rights, interests and remedies of Pledgor with respect to the Collateral, including the right: (a) to execute and/or record ask, require, demand, receive and give acquittance for any notices and all moneys and claims for money due and to become due under or arising out of completionthe Collateral, cessation of labor or including 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, insurance policies; (b) upon to elect remedies under the issuance of a deed pursuant Collateral and to the foreclosure of this Mortgage endorse any checks or the delivery of a deed other instruments or orders in lieu of foreclosureconnection therewith; (c) to vote, to execute all instruments of assignmentdemand, conveyance or further assurance receive and enforce Pledgor’s rights with respect to the LeasesCollateral; (d) to give appropriate receipts, Rentsreleases and satisfactions for and on behalf of and in the name of Pledgor or, Deposit Accountsat the option of Collateral Agent, Property Agreementsin the name of Collateral Agent, Tax Refunds, Proceeds, Insurance, Condemnation Awards with the same force and Records effect as Pledgor could do if this Agreement had not been made; (e) to file any claims or take any action or institute any proceedings in favor of the grantee of any such deed and as connection therewith which Collateral Agent may reasonably deem to be necessary or desirable for such purpose, advisable; and (cf) to prepare pay, settle or compromise all bills and file claims which may be or record financing statements and continuation statements, and to prepare, execute and file become Liens or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in against any or to any all of the Mortgaged PropertyCollateral, and (d) after the occurrence and during the continuance of or any Event of Defaultpart thereof, unless a bond or other security satisfactory to perform any obligation of Mortgagor hereunderCollateral Agent has been provided; provided, however, that (1) Mortgagee Collateral Agent shall not under exercise any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced the aforementioned rights unless an Event of Default has occurred and is continuing, Collateral Agent has not waived its remedies with respect thereto in accordance with the Credit Documents and the exercise of such rights is not restricted by Mortgagee in such performance that are payable under Section 4.9(b) the Forbearance Agreement. This power of attorney is a power coupled with an interest and shall be added irrevocable until the termination of this Agreement in accordance with the terms hereof and the other Credit Documents; provided further, however, that nothing in this Agreement shall prevent Pledgor from, prior to and included the exercise by Collateral Agent of any of the aforementioned rights, undertaking Pledgor’s operations in the Secured Obligations and, if not paid when due, shall bear interest at ordinary course of business in accordance with the rate provided therefor in Section 2.13(c) of Collateral and 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 hereofDocuments.

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 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 to (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the interest rate provided therefor in applicable to overdue Reimbursement Obligations under Section 2.13(c2.14(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which 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 as its Mortgagor’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 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 an Event of Default, Default to perform any obligation act for Mortgagor and in the name of Mortgagor hereunder; providedto, howeverin Mortgagee’s discretion: (i) file one or more financing or continuation statements, that (1) Mortgagee shall not under and amendments thereto, relative to all or 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) part of the Mortgaged Property that constitutes fixtures or other property governed by the Applicable UCC; (ii) to obtain and adjust insurance as required pursuant to Section 5.02 of the Third Amended and Restated Credit Agreement; Agreement to the extent Mortgagor has failed to provide such insurance; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as to receive, indorse, and collect any drafts or other instruments, documents, and chattel paper which are actually received by Mortgagee; and part of the Mortgaged Property; (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 taken, all actions necessary to perform or comply or cause performance or compliance with the terms of this Mortgage, including, without limitation, actions to pay or discharge taxes and Liens levied or placed on or threatened against any part of the Mortgaged Property that constitutes fixtures or other property governed by virtue hereofthe Applicable UCC; (v) to ask, demand, collect, sxx for, recover, compromise, receive, and give acquittance and receipts for moneys due and to become due under or in respect of any part of the Mortgaged Property that constitutes fixtures or other property governed by the Applicable UCC and to file any claims or take any action or institute any proceedings which Mortgagee may deem necessary or desirable for the collection of any of such collateral or otherwise to enforce the rights of Mortgagee with respect to any of such collateral. The power of attorney granted hereby is coupled with an interest and is irrevocable.

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 five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4iv) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor 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 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 that such attorney Notwithstanding the foregoing, Beneficiary shall lawfully do or cause to be done by virtue hereofliable for its gross negligence, willful misconduct, and bad faith in connection with exercising its rights hereunder.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee 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 as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementSecured Obligations; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do 9.3, except for their own gross negligence or cause to be done by virtue hereofwilful misconduct.

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 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.and

Attorney-in-Fact. Subject To effectuate the terms and provisions of the Purchase Agreement, the Escrow Agreement, the Preferred Shares Certificate of Designations and this Warrant, the Company hereby agrees to give a power of attorney as is evidenced by Exhibit F to the Intercreditor Agreements, Mortgagor Purchase Agreement. All acts done under the such power of attorney are hereby irrevocably appoints Mortgagee as its attorneyratified and approved and neither the Attorney-in-factFact nor any designee or agent thereof shall be liable for any acts of commission or omission, which agency for any error of judgment or for any mistake of fact or law, as long as the Attorney - in- Fact is operating within the scope of the power of attorney and within the scope of, and in accordance with, this Warrant, the Purchase Agreement, the Preferred Shares Certificate of Designation and the Escrow Agreement. The power of attorney being coupled with an interest shall be irrevocable while any of the Preferred Shares remains outstanding, any amount of this Warrant remains unexercised or any portion of the Purchase Agreement or the Escrow Agreement remains unsatisfied. In addition, the Company shall give the Attorney-in-Fact a corporate resolution executed by the Board of Directors of the Company which authorizes future issuances of the Preferred Shares, and with full power which resolution states that it is irrevocable while any of substitutionthe Preferred Shares remain outstanding, with full authority any amount of this Warrant remains unexercised or any portion of the Purchase Agreement or the Escrow Agreement remains unsatisfied. Dated: A SURE eCOMMERCE, INC. By:______________________________________ Name: Title: Attest: _____________________________ Name: Title: NOTICE OF EXERCISE 1. The undersigned hereby elects (please check the appropriate box and fill in the place blank spaces): |_| to purchase ______ shares of Common Stock, no par value per share, of A Sure eCommerce, Inc. at $_____ per share for a total of $_____________ and stead pursuant to the terms of Mortgagor the attached Warrant, and tenders herewith payment of the purchase price of such Warrant Shares in full; or |_| to purchase _______ shares of Common Stock, no par value per share, of A Sure eCommerce, Inc. pursuant to the cashless exercise provision under Section 2.2 (b) of the Warrant, and tenders herewith the number of Warrant Shares to purchase such Warrant Shares based on the average closing bid price of the Common Stock for the ten trading days prior to the date hereof of $___________ per share. 2. Please issue a certificate or certificates representing said Warrant Shares in the name of Mortgagor the undersigned 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 other name 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.specified below:

Attorney-in-Fact. Subject To effectuate the terms and provisions of the Purchase Agreement, the Escrow Agreement, the Debentures and this Warrant, the Company hereby agrees to grant a power of attorney to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorneyAttorney-in-factFact substantially in the form of Exhibit F to the Purchase Agreement (the "Power of Attorney"). All acts done under the Power of Attorney are hereby ratified and approved and neither the Attorney-in-Fact nor any designee or agent thereof shall be liable for any acts of commission or omission, which agency for any error of judgment or for any mistake of fact or law, as long as the Attorney-in-Fact is acting within the scope of the Power of Attorney and within the scope of, and in accordance with, this Warrant, the Purchase Agreement, the Debentures and the Escrow Agreement. The Power of Attorney, being coupled with an interest and with full power interest, shall be irrevocable while any portion of substitutionthis Warrant remains unexercised, with full authority in any amount of the place and stead Debentures remains unconverted or any provision of Mortgagor and in the name Purchase Agreement or 217 the Escrow Agreement remains unsatisfied. In addition, the Company shall deliver to the Attorney-in-Fact a copy of Mortgagor or otherwise resolutions duly adopted by the Board of Directors of the Company, as certified by the CEO of the Company, (a) to execute and/or record authorizing transfers of the Debentures and the Warrant, future issuances of shares of Common Stock upon exercise of this Warrant and conversion of the Debentures and (b) stating that such resolutions are irrevocable while any notices amount of completionthe Debentures remains unconverted, cessation any portion of labor this Warrant remains unexercised or any other notices that Mortgagee reasonably deems provision of the Purchase Agreement or the Escrow Agreement remains unsatisfied. Dated: August 7, 2002 SCORES HOLDING COMPANY INC. By: _______________________ Name: Richard Goldring Title: President Attest: ___________________________ Xxxx: Xitle: 218 NOTICE OF EXERCISE 1. The undersigned hereby elects (please check the appropriate box and fill in the blank spaces): [ ] to protect Mortgagee’s interestpurchase ______ shares of Common Stock, if Mortgagor shall fail par value $.001 per share, of Scores Holding Company Inc. at $0.01 per share for a total of $______ and pursuant to do so within ten the terms of the attached Warrant, and tenders herewith payment of the aggregate Exercise Price of such Warrant Shares in full; or [ ] to purchase _______ shares of Common Stock, par value $.001 per share, of Scores Holding Company Inc. pursuant to the cashless exercise provision under Section 2.2 (b) of the attached Warrant, and tenders herewith the number of Warrant Shares to purchase such Warrant Shares based on the average closing bid price of the Common Stock for the (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 ten Trading Days prior to the foreclosure date hereof 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$____ per share.

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

Attorney-in-Fact. Subject to the Intercreditor 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.