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

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

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

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

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

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

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

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

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

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-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 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 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 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, Personalty, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (cb) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration financing statements, and like papers continuation statements necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (dc) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any reasonable and documented sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate or rates at which interest is then computed on the Obligations provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

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

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

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

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

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

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints ---------------- Mortgagee and its successors and assigns, as its attorney-in-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 any limitations set forth in any applicable Acknowledgment Agreement, Administrative Agent or any vice president or more senior officer of Administrative Agent is hereby appointed the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-factfact of Borrower, with full power of substitution, for the purpose of carrying out the provisions of this Agreement and taking any action and executing any agreements, documents or instruments that Administrative Agent may deem necessary or advisable to accomplish this Agreement’s purposes, which agency appointment as attorney-in-fact is coupled with an interest and with full irrevocable for so long as any of the Obligations or the Revolving Credit Commitments are outstanding, although Administrative Agent agrees not to exercise its rights under this power of substitutionattorney unless, with full authority in its opinion or the place opinion of its legal counsel, an Event of Default has occurred that Administrative Agent has not declared in writing to have been cured or waived. Without limiting the generality of the foregoing, subject to the terms of the Acknowledgment Agreement, Administrative Agent shall have the right and stead of Mortgagor and power, either in the name of Mortgagor Borrower or otherwise both, or in its own name, to (a) to execute and/or record any give notices of completion, cessation of labor or its security interest in the Collateral to any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by MortgageePerson, (b) upon the issuance endorse in blank, to itself or to a nominee all items of a deed pursuant Collateral that are transferable by endorsement and are payable to the foreclosure order of this Mortgage Borrower, including canceling, completing or the delivery supplying any unneeded, incomplete or missing endorsement of a deed in lieu of foreclosure, to execute all instruments of Borrower and any related assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) receive, endorse, collect and receipt for all checks and other orders made payable to prepare and file the order of Borrower representing any payment of account of the principal of or record financing statements and continuation statementsinterest on any Collateral or their proceeds (including any securities), or the proceeds of sale of any of the Collateral, or any payment in respect of any hedging arrangement or device, and to preparegive full discharge for them, execute (d) to the extent payable to Borrower, request distribution to Administrative Agent of any sale proceeds or any applicable contract termination fees arising from the sale or termination of such servicing rights and file remaining after satisfaction of Borrower’s relevant obligations to an Agency or record applications such other investor or guarantor (as the case may be), including costs and expenses related to any such sale or transfer of such servicing rights and other amounts due for registration unmet obligations of Borrower to such Agency or such other investor or guarantor (as the case may be) under applicable Agency Guidelines or such other investor’s or guarantor’s contract, (e) deal with investors and like papers necessary to create, perfect or preserve Mortgagee’s security interests any and rights all subservicers and master servicers in or to respect of any of the Mortgaged PropertyCollateral in the same manner and with the same effect as if done by Borrower, (f) submit to Xxxxxx Xxx and request (i) Xxxxxx Mae’s approval of a Transfer Request (as defined in the Acknowledgement Agreement) to transfer the servicing of any or all of the Serviced Xxxxxx Xxx Loans to any Xxxxxx Mae- approved Standby Issuer (as defined in the Acknowledgement Agreement) and (ii) Xxxxxx Mae’s transfer of such servicing if approved, and (dg) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered and execute any instruments that Administrative Agent deems necessary or advisable to take under this Section 7.3. Mortgagor hereby ratifies all that accomplish any of such attorney shall lawfully do or cause to be done by virtue hereofpurposes.

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

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

Attorney-in-Fact. Subject 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 AgreementsShould an Event of Default occur hereunder, Mortgagor Borrower hereby irrevocably designates, constitutes and appoints Mortgagee as Lender its true and lawful attorney-in-fact, which agency is coupled with an interest and fact with full power of substitution, substitution and with full authority and irrevocable power (which power shall be deemed coupled with an interest), in the place and stead of Mortgagor Borrower and in the name of Mortgagor the Borrower, Lender, or both of them, at any time or from time to time in the sole discretion of Lender: (i) to take over and complete production of the Picture and to lease, license, sell or otherwise dispose of the Picture and/or such distribution rights in and to the Picture and such rights therein as have not been disposed of on the date of such default by Borrower as permitted hereunder (a) or to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail engage others to do so within ten with the costs and expenses thereof to be recoupable by Lender as provided in paragraph 7.5 and 7.7 hereof); (10ii) days to negotiate such lease, license, sale or other agreements and to enter into such agreements on behalf of Borrower on such terms and conditions (or not in conflict with the terms and conditions of such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of agreements consistent with this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance Agreement with respect to the LeasesCollateral only as have theretofore been entered into by Borrower and which Lender has been made aware of) as Lender deems appropriate; (iii) to renegotiate a Distribution Agreement or such other agreements as Lender has a Security Interest in pursuant to paragraph 4 hereof as Lender in its sole and exclusive discretion deems proper; (iv) to require, Rentsdemand, Deposit Accountscollect, Property Agreementsreceive, Tax Refundssettle, Proceedsadjust, Insurancecompromise and to give acquittances and receipts for the payment of any and all monies payable pursuant to the a Distribution Agreement or such other agreements as Lender has a Security Interest in pursuant to paragraph 4 hereof and such licenses and agreements as Lender may enter into as aforesaid; (v) to file any claims and/or proofs of claim, Condemnation Awards and Records in favor to commence, maintain or discontinue any actions, suits or other proceedings deemed by Lender advisable for the purpose of the grantee collecting or enforcing payment of any such deed monies against the Collateral only; (vi) to endorse any checks, drafts or other orders or instruments for the payment of monies payable to Borrower in connection with the Collateral only which shall be issued in respect of such monies; (vii) to execute any and all such instruments, agreements or documents consistent herewith as may be necessary or desirable for in the premises, and Lender shall promptly provide copies to Borrower of such purposeinstruments, agreements or documents so executed upon written request of Borrower, provided that failure to so provide such copies of documents shall not be a default hereunder; (cviii) to prepare apply any receipts so derived as herein provided; (ix) to exercise all rights available to it under the UCC; and file or record financing statements and continuation statements, (x) to have a receiver appointed and to prepare, execute and file sell the Collateral at a public or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; providedprivate sale. Lender, however, that (1) Mortgagee shall not under any circumstances be obligated to perform make any obligation 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 authorized hereby. Borrower shall gather up and deliver to Lender all materials, books, records, documents and things of any nature required by Lender in the exercise of its rights hereunder upon Lender’s reasonable request. Notwithstanding the foregoing, the Lender agrees that it is empowered to take shall not exercise its rights under this Section 7.3. Mortgagor hereby ratifies all that paragraph 9.4 unless an Event of Default has occurred and is continuing and/or if the exercise of such attorney shall lawfully do rights restrain or cause to be done by virtue hereofinterfere with the production, completion, exhibition, advertising, promotion, marketing and/or exploitation of the Picture in any manner whatsoever.

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 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, (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 (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, definition of Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject Without limiting any rights or powers granted by this Agreement to the Intercreditor AgreementsAdministrative Agent while no Event of Default has occurred and is continuing, Mortgagor hereby irrevocably appoints Mortgagee as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of DefaultDefault the Administrative Agent is appointed the attorney‑in‑fact of each Subsidiary Guarantor for the purpose of carrying out the provisions of this Section 5 and taking any action and executing any instruments that the Administrative Agent may deem necessary or advisable to accomplish the purposes hereof, to perform any obligation which appointment as attorney‑in‑fact is irrevocable and coupled with an interest. Without limiting the generality of Mortgagor hereunder; providedthe foregoing, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) so long as the Administrative Agent shall be added entitled under this Section 5 to make collections in respect of the Collateral, the Administrative Agent shall have the right and included power to receive, endorse and collect all checks made payable to the order of any Subsidiary Guarantor representing any dividend, payment or other distribution in respect of the Secured Obligations and, if not paid when due, shall bear interest at Collateral or any part thereof and to give full discharge for the rate provided therefor in Section 2.13(c) same. The actions of the Administrative Agent hereunder are subject to the provisions of the Credit Agreement; , including the rights, protections, privileges, benefits, indemnities and immunities, which are incorporated herein mutatis mutandis, as if a part hereof. The Administrative Agent shall have the right hereunder to make demands, to give notices, to exercise or refrain from exercising any rights, and to take or refrain from taking action (3) Mortgagee as such attorneyincluding, without limitation, the release or substitution of the Collateral), in 4841-1063-1838V11 accordance with this Agreement and the Credit Agreement. The Administrative Agent may employ agents and attorneys-in-fact in connection herewith in accordance with the Credit Agreement. The Administrative Agent may resign and a successor Administrative Agent may be appointed in the manner provided in the Credit Agreement. Upon the acceptance of any appointment as the Administrative Agent by a successor Administrative Agent, that permitted successor Administrative Agent shall thereupon succeed to and become vested with all the rights, powers, privileges and duties of the retiring Administrative Agent under this Agreement, and the retiring Administrative Agent shall thereupon be discharged from its duties and obligations under this Agreement from and after the exact time of such discharge. After any retiring Administrative Agent’s resignation, the provisions hereof shall inure to its benefit as to any actions taken or omitted to be taken by it under this Agreement while it was the Administrative Agent. Notwithstanding anything in this Agreement to the contrary and unless otherwise provided in the Intercreditor Agreements, the Administrative Agent shall act or refrain from acting with respect to any Collateral or any occasion requiring or permitting an approval, consent, discretion, waiver, election or other action on the part of the Administrative Agent only be accountable for such funds as are actually received by Mortgageeon the written instructions and at the written direction of the holders of a majority of the aggregate principal amount of the Obligations then outstanding; and (4) Mortgagee provided that the Administrative Agent shall not be liable to Mortgagor or any other person or entity for any failure required to take any action which it that, in its opinion or the opinion of its counsel, may expose the Administrative Agent to liability or that is empowered contrary to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do the Loan Documents or cause to be done by virtue hereofapplicable laws.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s '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 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 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 appointment is irrevocable and coupled with an interest and with full power interest, which Mortgagee shall exercise only during the continuance of substitution, with full authority in the place and stead an Event of Mortgagor and in the name of Mortgagor or otherwise Default (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably 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 MortgageeXxxxxxxxx, (b) upon the issuance of a deed or assignment of lease pursuant to the foreclosure of this A&R Mortgage or the delivery of a deed or assignment of lease in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures, Plans and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed or the assignee of any such assignment of lease and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged PropertyCollateral, 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; Xxxxxxxxx; (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 that it is empowered to take under this Section 7.3Section. Notwithstanding the foregoing, Mortgagor hereby ratifies all that such attorney shall lawfully do not be liable for any obligations to the extent resulting from any fraud, gross negligence, illegal acts or cause to be done by virtue hereofwillful misconduct of Mortgagee.

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee 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 : (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 or rates at which interest is then computed on the Credit AgreementSecured Obligations; (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 7.39.3. 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 as its attorney-in-factfact of Mortgagor for the purpose of carrying out the provisions of Article V of this Mortgage and taking any action and executing any instrument that Mortgagee may deem necessary or advisable to accomplish the purposes thereof, which agency appointment is irrevocable and coupled with an interest interest. Without limiting the generality of the foregoing, subject to applicable Gaming Laws and the Intercreditor Agreements, Mortgagee shall have the right, upon the occurrence and during the continuance of an Event of Default, with full power of substitution, with full authority substitution either in the place and stead of Mortgagor and Mortgagee’s name or in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) nothing herein contained shall be added construed as requiring or obligating Mortgagee to and included in make any commitment or to make any inquiry as to the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) nature or sufficiency of the Credit Agreement; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually any payment received by Mortgagee; and (4) Mortgagee shall not be liable , or to Mortgagor present or file any other person claim or entity for any failure notice, or to take any action which it is empowered with respect to take under this Section 7.3the Mortgaged Property or any part thereof or the moneys due or to become due in respect thereof or any property covered thereby. Mortgagee and the other Secured Parties shall be accountable only for amounts actually received as a result of the exercise of the powers granted to them herein, and neither they nor their officers, directors, employees or agents shall be responsible to Mortgagor hereby ratifies all that such attorney shall lawfully do for any act or cause failure to be done by virtue hereofact hereunder, except for their own gross negligence or willful misconduct.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary, as its attorney-in-fact, which agency appointment is irrevocable and coupled with an interest and with full power of substitution, with full authority in effective upon and during the place continuance of an Event of Default and stead after written notice by Beneficiary to Grantor, to do any of Mortgagor and in the name of Mortgagor or otherwise following: (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, 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 a rate per annum equal to the highest rate provided therefor per annum at which interest would be payable on any category of past due ABR Loans denominated in Section 2.13(c) of U.S. Dollars under the Credit Agreement, from the date of payment by Beneficiary to the date reimbursed by Grantor; (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 hereof.

Attorney-in-Fact. Subject to Following the Intercreditor Agreementsoccurrence and during the continuance of an Event of Default, 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, Indebtedness and shall bear interest at the highest rate provided therefor in Section 2.13(c) at which interest is then computed on any portion of the Credit AgreementIndebtedness; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof9.3.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-factattorney‑in‑fact, which agency is coupled with an interest and with full power of 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 attorney‑in‑fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee 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 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, 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 MortgageeGrantee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor Grantor hereunder; provided, however, that (1i) Mortgagee Grantee shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2ii) any sums advanced by Mortgagee Grantee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness provided therefor in Section 2.13(cthat from the date incurred said advance is not repaid within five (5) of the Credit Agreementdays demand therefor; (3iii) Mortgagee Grantee as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeGrantee; and (4iv) Mortgagee Grantee shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

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

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

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

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

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

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

Attorney-in-Fact. Subject to any applicable Intercreditor Agreements and the Master Lease 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, 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 7.38.3. Mortgagor hereby ratifies all that such attorney attorney-in-fact shall lawfully do or cause to be done by virtue hereof.

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor hereby (a) Producer irrevocably appoints Mortgagee as SAG-AFTRA its true and lawful attorney-in-fact, which agency with full power of delegation, substitution, and assignment (but not the obligation), to execute, deliver, file, and record on its behalf and in its name Financing Statements, renewals thereof, and all other statements and agreements consistent with the terms of this Security Agreement necessary or desirable to perfect, protect, evidence, renew, or continue the security interest in the Collateral created hereunder, or to effectuate the purposes and intents of this Security Agreement. Producer ratifies and confirms all SAG-AFTRA may do in that regard, acknowledging that this power of attorney is coupled with an interest interest. (b) If an Event of Default occurs, Producer irrevocably appoints SAG-AFTRA its true and lawful attorney-in-fact, with full power of delegation, substitution, with full authority and assignment (but not the obligation) to do all of the above in the place and stead of Mortgagor Paragraph 7(a) and in addition, to execute, deliver, file, and record, on Producer's behalf and in Producer's name in connection with the name Collateral, contracts, documents, and instruments, to endorse and negotiate checks, drafts, and other orders for the payment of Mortgagor or otherwise (a) moneys payable to execute and/or record any notices of completionProducer in connection with the Collateral, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail and to do so within ten (10) days (or such longer period other acts as Mortgagee may agree SAG-AFTRA, in its reasonable sole 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 deems necessary or desirable for such purposeto carry out the purposes and intents of this Security Agreement. Producer ratifies and confirms all SAG-AFTRA may do in that regard, acknowledging that this power of attorney is coupled with an interest, and agrees to pay all related costs and expenses. (c) Producer shall pay the cost of filing documents in all state and federal public offices and other places where SAG-AFTRA deems it desirable or necessary to prepare and file perfect, continue, or record financing statements and continuation statementsprotect the security interest created under this Security Agreement, 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 the cost of all searches 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 all such performance 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 attorneyoffices which SAG-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 hereofAFTRA deems necessary.

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 effective upon and during the place and stead continuance of Mortgagor and in the name an Event of Mortgagor or otherwise Default (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 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, 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, (ciii) 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 (other than UCC filings, which no longer require execution by the debtor) reasonably necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, Property and (div) 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 (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 and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures, Plans and Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Propertycollateral, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1i) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2ii) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit AgreementDefault Rate; (3iii) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4iv) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofSection.

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

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Borrowers hereby irrevocably appoints Mortgagee appoint Lender and any designee of Lender as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s security interests and rights in or to any of the Mortgaged Property, and (d) after the occurrence and during the continuance of any Event of Default, to perform any obligation of Mortgagor hereunder; provided, however, that (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit Agreement; (3) Mortgagee as such Borrowers' attorney-in-fact and authorize Lender or such designee, at Borrowers' sole expense, to exercise at any time in Lender's or such designee's discretion all or any of the following powers, which powers of attorney, being coupled with an interest, shall only be accountable irrevocable until all Obligations have been paid in full: (a) receive, take, endorse, assign, deliver, accept and deposit, in the name of Lender or Borrowers, any and all cash, checks, commercial paper, drafts, remittances and other instruments and documents relating to the Collateral or the proceeds thereof; (b) transmit to account debtors, other obligors or any bailee's notice of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the name of Borrowers or Lender or any designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (c) notify account debtors or other obligors to make payment directly to Lender to the extent permitted in Section 5.4, or notify bailees as to the disposition of Collateral; (d) during the continuance of an Event of Default or if Borrowers so agree, take or bring, in the name of Lender or Borrowers, all steps, actions, suits or proceedings deemed by Lender necessary or desirable to effect collection of or other realization upon the accounts and other Collateral; (e) during the continuance of an Event of Default, change the address for such funds as are actually received by Mortgageedelivery of mail to Borrowers and to receive and open mail addressed to any Borrower; (f) during the continuance of an Event of Default, extend the time of payment of, compromise or settle for cash, credit, return of merchandise, and upon any terms or conditions, any and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any of the Obligations; and (4g) Mortgagee shall not be liable execute in the name of Borrowers and file against Borrowers in favor of Lender financing statements or amendments with respect to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereofthe Collateral.

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

Attorney-in-Fact. Subject to the Intercreditor Agreements, Mortgagor Grantor hereby irrevocably appoints Mortgagee Beneficiary, and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor labor, or any other notices that Mortgagee reasonably Beneficiary deems appropriate to protect 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 assignmentor assignments, conveyance conveyances or further assurance assurances with respect to the Leases, Rents, Deposit AccountsPersonalty, Fixtures, Plans and Mortgaged 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 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 : (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of the Credit AgreementDefault Rate; (3) Mortgagee Beneficiary as such attorney-in-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 7.3Section. Mortgagor hereby ratifies all that such attorney shall lawfully Beneficiary, as agent for Grantor under the powers of attorney, is not a fiduciary for Grantor. Beneficiary, in exercising any of its rights or powers pursuant to the powers of attorney, may do or cause to be done by virtue hereofso for the sole benefit of Beneficiary and not for Grantor.

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

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

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

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

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

Attorney-in-Fact. Subject To 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 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 named therein (the "Attorney-in-Fact") substantially in the form of by Exhibit F to the Purchase Agreement (the "Power of Attorney"). All acts done under such power of attorney are hereby ratified and approved and neither the Attorney-in-Fact nor any designee or agent thereof shall only be accountable liable for such funds any acts of commission or omission, for any error of judgment or for any mistake of fact or law, as are actually received 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 Debenture and the Escrow Agreement. The Power of Attorney, being coupled with an interest, shall be irrevocable while any portion of this Warrant remains unexercised, any amount of the Debenture remains unconverted or any provision of the Purchase Agreement or the Escrow Agreement remains unsatisfied. In addition, the Company shall deliver to the Attorney-in-Fact a copy of resolutions duly adopted by Mortgagee; the Board of Directors of the Company, as certified by the President of the Company, (a) authorizing future issuances of shares of Common Stock upon exercise of this Warrant and conversion of the Debentures and (4b) Mortgagee shall not be liable to Mortgagor stating that such resolutions are irrevocable while any amount of the Debentures remain unconverted, any portion of this Warrant remains unexercised or any provision of the Purchase Agreement or the Escrow Agreement remains unsatisfied. Dated: __________, 200_ FUSION NETWORKS HOLDINGS, INC. By: Name: Title: Attest: Name: Title: NOTICE OF EXERCISE 1. The undersigned hereby elects (please check the appropriate box and fill in the blank spaces): |_| to purchase ______ shares of Common Stock, par value $0.00001 per share, of Fusion Networks Holdings, Inc. at $___ per share for a total of $______ and pursuant to 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 $0.00001 per share, of Fusion Networks Holdings, 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 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 the undersigned or in such other person or entity for any failure to take any action which it name as 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 the Intercreditor Agreements, Mortgagor hereby irrevocably appoints Mortgagee and its successors and assigns, as its attorney-in-factfact with full power of substitution, which agency is coupled with an interest and with full power of substitutioninterest, with full authority in the place and stead of Mortgagor and in the name of Mortgagor or otherwise (a) to execute and/or record any notices of completion, cessation of labor or any other notices that Mortgagee reasonably deems appropriate to protect Mortgagee’s 's interest, if Mortgagor shall fail to do so within ten (10) days (or such longer period as Mortgagee may agree in its reasonable discretion) after written request by Mortgagee, (b) upon the issuance of a deed pursuant to the foreclosure of this Mortgage or the delivery of a deed in lieu of foreclosure, to execute all instruments of assignment, conveyance or further assurance with respect to the Fixtures, Personalty, Deposit Accounts, Leases, Rents, Deposit Accounts, Property Agreements, Tax Refunds, Proceeds, Insurance, Insurance and Condemnation Awards and Records in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare and file or record financing statements and continuation statements, and to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Mortgagee’s 's security interests and rights in or to any of the Mortgaged Property, if Mortgagor shall fail to do so within ten (10) days after written request by Mortgagee, and (d) after the occurrence and during the continuance of while any Event of DefaultDefault exists, to perform any obligation of Mortgagor hereunder; provided, however, that : (1) Mortgagee shall not under any circumstances be obligated to perform any obligation of Mortgagor; (2) any sums advanced by Mortgagee in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementSecured Obligations; (3) Mortgagee as such attorney-in-fact shall only be accountable for such funds as are actually received by Mortgagee; and (4) Mortgagee shall not be liable to Mortgagor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.3. Mortgagor hereby ratifies all that such attorney shall lawfully do or cause to be done by virtue hereof8.4.

Attorney-in-Fact. Subject to 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, Ground Leases, 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 createfinancing statements, 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 continuation (1) Mortgagee Beneficiary shall not under any circumstances be obligated to perform any obligation of MortgagorGrantor; (2) any sums advanced by Mortgagee Beneficiary in such performance that are payable under Section 4.9(b) shall be added to and included in the Secured Obligations and, if not paid when due, Indebtedness and shall bear interest at the rate provided therefor in Section 2.13(c) of or rates at which interest is then computed on the Credit AgreementIndebtedness; (3) Mortgagee Beneficiary as such attorney-in-fact shall only be accountable for such funds as are actually received by MortgageeBeneficiary; and (4) Mortgagee Beneficiary shall not be liable to Mortgagor Grantor or any other person or entity for any failure to take any action which it is empowered to take under this Section 7.39.3. Mortgagor hereby ratifies all Notwithstanding the foregoing, Beneficiary shall be liable for its gross negligence, willful misconduct, and bad faith in connection with exercising its rights hereunder. Regardless of any provision of this Deed of Trust or the Loan Documents, Beneficiary shall not be considered to have accepted any property other than cash or immediately available funds in satisfaction of any obligation of Grantor to Beneficiary unless Beneficiary has given express written notice of Beneficiary’s election of that such attorney shall lawfully do remedy in accordance with NRS 104.9505, as it may be amended or cause recodified from time to be done by virtue hereoftime.