Common use of Attorney-in-Fact Clause in Contracts

Attorney-in-Fact. Contributor hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney.

Attorney-in-Fact. Contributor Company hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity Trustee as Company's attorney-in-fact pursuant heretoeffective during the continuance of an Event of Default, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act with full authority in the name, place and stead of Contributor Company and in the name of Company, Trustee or Holders or otherwise, from time to make, execute, acknowledge time in Trustee's discretion to take any action (including completion and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution presentation of any Closing Documents proxy) and to execute any instrument that Trustee may deem necessary or other documents) relating advisable to accomplish the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions purposes of this Agreement, as well as including, without limitation (but subject to the organizational documents other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Company Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Operating PartnershipPledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as they may be amended or revised, any registration rights agreements fully and any lock-up agreementscompletely as though Trustee was the absolute owner thereof for all purposes, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agreesdo, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the request Pledged Collateral. Company hereby ratifies and approves all acts of the Company, Trustee made or taken pursuant to execute a separate power of attorney and proxy on the same terms this Section 9. Except as specifically set forth in this Section 5.311 hereof, with such execution to be witnessed and notarized. The Power of Attorney entered into neither Trustee nor any Person designated by the Contributor and all authority granted hereby Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest and therefore interest, shall be irrevocable and until all Secured Obligations shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest have been paid in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyfull.

Attorney-in-Fact. Contributor Company hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity Trustee as Company's attorney-in-fact pursuant heretoeffective during the continuance of an Event of Default, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act with full authority in the name, place and stead of Contributor Company and in the name of Company, Trustee or Holders or otherwise, from time to make, execute, acknowledge time in Trustee's discretion to take any action (including completion and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution presentation of any Closing Documents proxy) and to execute any instrument that Trustee may deem necessary or other documents) relating advisable to accomplish the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions purposes of this Agreement, as well as including, without limitation (but subject to the organizational documents other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any dividend or other distribution in respect of the Company Pledged Collateral or any part thereof to the extent it is also Pledged Collateral; (ii) exercise the voting and other consensual rights pertaining to the Operating PartnershipPledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as they may be amended or revised, any registration rights agreements fully and any lock-up agreementscompletely as though Trustee was the absolute owner thereof for all purposes, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agreesdo, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the request Pledged Collateral. Company hereby ratifies and approves all acts of the Company, Trustee made or taken pursuant to execute a separate power of attorney and proxy on the same terms this Section 9. Except as specifically set forth in this Section 5.311 hereof, with such execution to be witnessed and notarized. The Power of Attorney entered into neither Trustee nor any Person designated by the Contributor and all authority granted hereby Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest and therefore interest, shall be irrevocable and until all Secured Obligations shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest have been paid in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyfull.

Attorney-in-Fact. Contributor Pledgor hereby irrevocably constitutes and appoints the Company (or Trustee as its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact with full power and agent of Contributor, to act authority in the name, place and stead of Contributor Pledgor and in the name of Pledgor, Trustee or otherwise, from time to make, execute, acknowledge time in Trustee's discretion to take any action and deliver to execute any instrument to enforce all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating rights of Pledgor with respect to the transactions contemplated by this Agreement (Collateral, including, without limitation, the execution right to ask, require, demand, receive and give acquittance for any and all moneys and claims for money due and to become due under or arising out of the Collateral; to elect remedies thereunder, to endorse any Closing Documents checks or other documents) relating instruments or orders in connection therewith; to vote, demand, receive and enforce Pledgor's rights with respect to the acquisition by Collateral; to give appropriate receipts, releases and satisfactions for and on behalf of and in the Company name of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agreesPledgor or, at the request option of Trustee, in the Companyname of Trustee, with the same force and effect as Pledgor could do if this Agreement had not been made; and to execute a separate file any claims or take any action or institute any proceedings in connection therewith which Trustee may reasonably deem to be necessary or advisable; provided, however, Trustee shall not exercise such rights unless upon the occurrence and during the continuation of an Event of Default. This power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be is a power coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyirrevocable.

Attorney-in-Fact. Contributor hereby Each Member irrevocably constitutes and appoints the Company (or its designee) Directors, and any successor thereof from time to time (the Company or such designee or any such successor of any each of them acting in the Contributor’s capacity individually, with full power of substitution and resubstitution, as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the its true and lawful attorney-in-fact and agent of Contributor, to act with full power and authority in the its name, place and stead of Contributor to make, execute, acknowledge acknowledge, verify, deliver, swear to, file and deliver record at the appropriate public offices all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating amendments to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all adopted in accordance with the terms hereof, and conditions all other instruments that the Board deems necessary to reflect or give effect to such amendments. The appointment by all Members of this Agreementthe Directors, and each of them individually, as well as the organizational documents attorney-in-fact shall be deemed to be a power coupled with an interest, in recognition of the Company and fact that each of the Operating Partnership, as they may Members under this Agreement will be amended or revised, any registration rights agreements and any lock-up agreementsrelying upon the power of the Directors, and each of them individually, to provide information to act as contemplated by this Agreement in any filing and other action by the Securities and Exchange Commission and others about the transactions contemplated herebyDirectors, as fully as could the Contributor if personally present and acting (the “Power or any of Attorney”). The Contributor agreesthem individually, at the request on behalf of the Company, to execute a separate power shall survive the incapacity of attorney any Person hereby giving such power, and proxy on the same terms as set forth transfer or assignment of all or any portion of the Membership Interest of such Person in this Section 5.3the Company, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or affected by the occurrence subsequent incapacity of any other such Person; provided that in the event or events, and if any other such act or event shall occur before the completion of the transactions contemplated assignment by a Member of all of its Membership Interest in the Company, the foregoing power of attorney of an assignor Member shall survive such assignment; and provided further that if such assignee is admitted as a Substitute Member pursuant to this Agreement, the Attorneyforegoing power of attorney shall survive with respect to the transferring Member only to the extent of, and for the purpose of, enabling the Directors, or any of them individually, to execute, acknowledge, swear to and file any instruments necessary to effect the substitution of the assignee as a Substitute Member. This power of attorney may be exercised by such attorney-in-Fact shall nevertheless be authorized and directed to complete fact for all such transactions as if such other act Members (or event had not occurred and regardless any of notice thereof. Contributor hereby authorizes the reliance of third parties on each them) by signature of the Power of Attorney. Contributor hereby ratifies and confirms all that the AttorneyDirectors, or any Director individually, acting as attorney-in-Fact shall lawfully do fact with or cause to be done by virtue without listing all of the exercise of the powers granted to it by Contributor hereunderMembers executing an instrument. Contributor acknowledges that Any Person dealing with the Company hasmay conclusively presume and rely upon the fact that any instrument referred to above, and executed by any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination holder of this Agreementpower of attorney, is authorized, legal, valid and binding, without further inquiry. Notwithstanding anything If required, each Member shall execute and deliver to the contraryBoard within 10 calendar days after the receipt of a request therefor, such further designations, powers of attorney or other instruments as the Attorney-in-Fact may not expand Board shall reasonably deem necessary for the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneypurposes hereof.

Attorney-in-Fact. Contributor Upon the occurrence and during the continuance of an Event of Default, each Loan Party hereby irrevocably appoints the Company Collateral Agent and such Person(s) as the Collateral Agent may designate as its attorney in fact to (a) execute and deliver notices of lien, financing statements, assignments, and any other documents, notices, and agreements necessary for the perfection of the Collateral Agent’s security interests in the Collateral, (b) endorse the name of such Loan Party on any checks, notes, drafts or other forms of payment or security that may come into the possession of the Collateral Agent or any Affiliate of the Collateral Agent, (c) sign such Loan Party’s name on invoices or bills of lading, drafts against customers, notice of assignment, verifications and schedules, and with respect to invoices, sell the accounts receivable generated from such invoices, (d) continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, (e) pay or discharge any taxes, liens, security interests or other encumbrances levied or placed on or threatened against any Loan Party or its designeeproperty, (f) and instruct any successor thereof from time to time (the Company third party having custody or such designee or any such successor control of any Collateral or books and records belonging or relating to any Loan Party to give the Collateral Agent the same rights of them acting in access and other rights with respect thereto as the Contributor’s capacity as Collateral Agent has under this Agreement and the Loan Documents, (g) notify the Post Office authorities to change the address of delivery of mail to an address designated by the Collateral Agent, and open and dispose of mail addressed to such Loan Party, and (h) generally, to do all things necessary to carry out the terms and provisions of this Agreement. The powers granted herein, being coupled with an interest, are irrevocable, and each Loan Party approves and ratifies all acts of the attorney-in-fact pursuant heretofact. Neither the Collateral Agent nor its designated Person(s) shall be liable for any act or omission, the “Attorney-in-Fact”) error in judgment or mistake of law so long as the true same is not willful or grossly negligent. Any and lawful attorney-in-fact all sums paid, and agent of Contributorany and all costs, to act in expenses, liabilities, obligations and attorneys’ fees incurred by the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating Collateral Agent with respect to the transactions contemplated foregoing shall be added and become part of the Obligations, shall be payable on demand, and shall bear interest at the Loan Interest Rate, except that, any sums paid by this Agreement (including, without limitation, the execution Collateral Agent as a result of any Closing Documents or other documents) relating to the acquisition by the Company Loan Party’s breach of the Contributor’s Holdings Interests, all its covenants set forth in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agreesSection 4.4 shall, at the request Collateral Agent’s election per direction of the CompanyLenders, to execute a separate bear interest at the Default Rate. Each Loan Party agrees that the Collateral Agent’s rights under the foregoing power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by or any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such Collateral Agent’s other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by rights under this Agreement and the other documents and agreements contemplated hereby Loan Documents shall not be construed to indicate that the Collateral Agent is in control of the business, management or modify the provisions properties of this Agreement pursuant to such Power of Attorneyany Loan Party.

Attorney-in-Fact. Contributor The Debtor hereby irrevocably appoints the Company (or Secured Party, its designee) nominee, and any successor thereof from time to time (other Person whom Secured Party may designate, as the Company or such designee or any such successor of any of them acting in the ContributorDebtor’s capacity as attorney-in-fact pursuant heretofor the purposes of carrying out the terms of this Agreement, with full power during the “Attorney-in-Fact”) as existence of any Event of Default to sign the true Debtor’s name on verifications of Accounts and lawful attorney-in-fact other Collateral; to send requests for verification of Collateral to the Debtor’s customers, Account Debtors and agent of Contributorother obligors; to endorse the Debtor’s name on any checks, to act in the namenotes, place and stead of Contributor to makeacceptances, execute, acknowledge and deliver all such other contracts, money orders, receiptsdrafts, noticesand any other forms of payment or security that may come into Secured Party’s possession or on any assignments, requestsstock powers, instructions, certificates, consents, letters and or other writings instruments of transfer relating to the transactions contemplated by this Agreement (includingCollateral or any part thereof; to sign the Debtor’s name on any invoice or xxxx of lading relating to any Collateral, without limitation, the execution on claims to enforce collection of any Closing Documents or Collateral, on notices to and drafts against customers and Account Debtors and other documents) relating obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; to notify the post office authorities to change the address for delivery of the Debtor’s mail to an address designated by Secured Party; to receive, open and dispose of all mail addressed to the acquisition by Debtor; and to do all things necessary to carry out the Company terms and provisions of this Agreement. The Debtor hereby ratifies and approves all acts of any such attorney and agrees that neither Secured Party nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other than, and to the Contributorextent of, such Person’s Holdings Interestsgross negligence or willful misconduct. The foregoing powers of attorney, all being coupled with an interest, are irrevocable until the Obligations have been fully paid and satisfied and the Security Interests shall have terminated in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyhereof.

Attorney-in-Fact. Each Contributor hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the such Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of such Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the such Contributor’s Holdings SCP Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the such Contributor if personally present and acting (the “Power of Attorney”). The Each Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the each Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of such Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Each Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Each Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by such Contributor hereunder. Each Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the any Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney.

Attorney-in-Fact. Contributor Each Secured Party hereby appoints Gehrig White as collateral agent (the “Collateral Agent”) for the purposes of perfecting the Secured Parties’ security interests hereunder and for the purposes set forth in this Section 8. Grantor does hereby irrevocably appoints make, constitute and appoint the Company (or Collateral Agent on behalf of all of the Secured Parties as its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at with full power and authority to do any and all acts necessary or proper to carry out the request intent of this Agreement including, without limitation, the right, power and authority (a) to enforce all rights of Grantor under and pursuant to any agreements with respect to the Collateral, all for the sole benefit of the CompanySecured Parties; (b) to enter into and perform such arrangements as may be necessary in order to carry out the terms, covenants and conditions of this Agreement that are required to be observed or performed by Grantor; (c) to execute a separate power such other and further mortgages, pledges and assignments of attorney the Collateral as the Secured Parties may reasonably require for the purpose of perfecting, protecting or maintaining the security interest granted to the Secured Parties by this Agreement; and proxy on (d) to do any and all other things necessary or proper to carry out the same terms intent of this Agreement, and Grantor hereby ratifies and confirms that the party reflected above as set forth in such attorney-in-fact or its substitutes does by virtue of this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be Attorney, which power is coupled with an interest and therefore shall be irrevocable is irrevocable, until Grantor has paid in full the Secured Obligations and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this AgreementAgreement is terminated. The person or entity charged with the foregoing Power of Attorney contained may be changed by the written approval of a majority in this Section 5.3 shall expire on the earlier interest of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything Secured Parties and, upon written notice thereof to the contraryGrantor, the Attorney-in-Fact may not expand the Contributor’s covenantsGrantor shall be bound thereby; provided, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to however, that any such newly appointed Power of AttorneyAttorney shall be selected from the Secured Parties party to this Security Agreement.

Attorney-in-Fact. Contributor hereby irrevocably appoints the Company (Without limiting any rights or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated powers granted by this Agreement to Lender while no Event of Default has occurred and is continuing, upon the occurrence and during the continuance of any Event of Default Lender is hereby appointed the attorney‑in‑fact of Pledgor for the purpose of carrying out the provisions of this Section 10 and taking any action and executing any instruments which Lender may deem necessary or advisable to accomplish the purposes hereof (including, without limitation, the execution (i) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or in respect of any Closing Documents of the Collateral; (ii) to receive, endorse and collect any drafts or other documentsinstruments, documents and chattel paper in connection with clause (i) relating above; (iii) to file any claims or take any action or institute any proceedings that the acquisition by Agent may deem necessary or desirable for the Company collection of any of the Contributor’s Holdings InterestsCollateral or otherwise to enforce the rights of Lender, all with respect to any of the Collateral; and (iv) to execute, in accordance connection with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth sale provided for in this Section 5.38 or in Section 9 any endorsement, assignments, or other instruments of conveyance or transfer with such execution respect to be witnessed the Collateral) which appointment as attorney‑in‑fact is irrevocable and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore interest. Without limiting the generality of the foregoing, so long as Lender shall be irrevocable entitled under this Section 8 to collect and shall not be terminated by receive any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion payments in respect of the transactions contemplated by this AgreementCollateral, Lender shall have the Attorney-in-Fact shall nevertheless be authorized right and directed power to complete receive, endorse and collect all such transactions as if such checks made payable to the order of Pledgor representing any payment or other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each distribution in respect of the Power Collateral or any part thereof and to give full discharge for the same. If so requested by Lender, Pledgor shall ratify and confirm any such sale or transfer by executing and delivering to Lender at Pledgor’s expense all proper deeds, bills of Attorney. Contributor hereby ratifies sale, instruments of assignment, conveyance of transfer and confirms all that the Attorney-in-Fact shall lawfully do or cause to releases as may be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and designated in any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyrequest.

Attorney-in-Fact. Contributor Grantor hereby irrevocably appoints the Company ---------------- Beneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest, (or its designeea) and to execute and/or record any successor thereof from time to time (the Company or such designee notices of completion, cessation of labor or any such successor other notices that Beneficiary deems appropriate to protect Beneficiary's interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this 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, Personalty, Fixtures and Property Agreements in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary's security interests and rights in or to any of them acting the Trust Property, and (d) while any Event of Default exists, to perform any obligation of Grantor hereunder, however: (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Contributor’s capacity Indebtedness and shall bear interest at the rate or rates at which interest is then computed on the Indebtedness; (3) Beneficiary as such attorney-in-fact pursuant hereto, the “Attorney-in-Fact”shall only be accountable for such funds as are actually received by Beneficiary; and (4) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and Beneficiary shall not be terminated by any act of Contributor, by operation of law liable to Grantor or by the occurrence of any other event person or events, and if entity for any other such act or event shall occur before the completion of the transactions contemplated by failure to take any action which it is empowered to take under this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereofSection. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney.-------

Attorney-in-Fact. Contributor Each Grantor hereby irrevocably nominates and appoints the Company (or Collateral Agent as its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, for the “Attorney-in-Fact”benefit of Secured Party for the following purposes: (a) as to do all acts and things which Collateral Agent may deem necessary or advisable to perfect and continue perfected the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated security interests created by this Agreement and, upon the occurrence and during the continuance of an Event of Default, to preserve, process, develop, maintain and protect the Collateral; (includingb) upon the occurrence and during the continuance of an Event of Default, without limitation, the execution of to do any Closing Documents or other documents) relating and every act which each Grantor is obligated to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of do under this Agreement, as well as at the organizational documents expense of each Grantor and without any obligation to do so; (c) to prepare, sign, file and/or record, for each Grantor, in the Company and the Operating Partnership, as they may be amended or revisedname of any Grantor, any registration rights agreements and any lock-up agreementsfinancing statement, application for registration, or like paper, and to provide information take any other action deemed by Collateral Agent necessary or desirable in order to perfect or maintain perfected the Securities security interests granted hereby; (d) upon the occurrence and Exchange Commission and others about during the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power continuance of Attorney”). The Contributor agrees, at the request an Event of the CompanyDefault, to execute a separate any and all papers and instruments and do all other things necessary or desirable to preserve and protect the Collateral and to protect Collateral Agent’s security interests therein; and (e) upon the occurrence and during the continuance of an Event of Default, to endorse and transfer the Pledged Collateral to any transferee or designee; provided, however, that Collateral Agent shall be under no obligation whatsoever to take any of the foregoing actions, and if Collateral Agent so acts, it shall have no liability or responsibility for any such action taken with respect thereto absent gross negligence, bad faith or willful misconduct. The foregoing power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be is coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyis irrevocable.

Attorney-in-Fact. Contributor Subject to the rights of the Company under Sections 2.08 and 2.09, the Company hereby irrevocably appoints the Company (Collateral Trustee as its attorney-in-fact for the purpose of carrying out the provisions of this Agreement and, following the occurrence and during the continuation of an Event of Default, taking any action and executing any instruments which the Collateral Trustee may deem necessary or reasonably advisable to accomplish the purposes of this Agreement, to preserve the validity, perfection and priority of the Liens granted by this Agreement and to exercise its designee) rights, remedies, powers and any successor thereof from time to time (the Company or such designee or any such successor privileges under Article VI of any of them acting in the Contributor’s capacity this Agreement. This appointment as attorney-in-fact pursuant heretois irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the “Attorney-in-Fact”Collateral Trustee shall be entitled under this Agreement, following the occurrence and during the continuation of an Event of Default (a) as to ask, demand, collect, xxx for, recover, receive and give receipt and discharge for amounts due and to become due Security Agreement under and in respect of all or any part of the true Collateral, (b) to receive, endorse and lawful attorney-in-fact collect any Instruments or other drafts, documents and agent Chattel Paper in connection with clause (a) above (including any draft or check representing the proceeds of Contributorinsurance or the return of unearned premiums), (c) to act in file any claims or take any action or proceeding that the nameCollateral Trustee may deem necessary or reasonably advisable for the collection of all or any part of the Collateral, place including the collection of any compensation due and stead to become due under any contract or agreement with respect to all or any part of Contributor the Collateral, (d) to make, execute, acknowledge and deliver all such other contractsin connection with any sale or disposition of the Collateral under Article VI, ordersany endorsements, receiptsassignments, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution bills of any Closing Documents sale or other documentsinstruments of conveyance or transfer with respect to all or any part of the Collateral, (e) relating to the acquisition obtain and adjust insurance required to be maintained by the Company of pursuant to the Contributor’s Holdings InterestsIndenture or any other Parity Lien Document and (f) to pay and discharge any taxes or Liens (other than Permitted Prior Liens) levied or placed upon or threatened against the Collateral, all the legality or validity thereof and the amounts necessary to discharge the same to be determined by the Collateral Trustee in accordance with its sole discretion, any such payments made by the terms and conditions of this Agreement, as well as the organizational documents Collateral Trustee to become Obligations of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities Collateral Trustee, due and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneypayable immediately without demand.

Attorney-in-Fact. Contributor Each Borrower hereby irrevocably appoints and constitutes Agent as such Borrower’s attorney-in-fact: (a) at any time, (i) to endorse such Borrower’s name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Agent’s possession and to deposit or otherwise collect the Company same; (ii) to send verifications of accounts to Customers; and (iii) to execute in such Borrower’s name any financing statements, affidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, (i) to receive, open, and dispose of all mail addressed to such Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to such Borrower to such address as Agent may designate; (iii) to sign such Borrower’s name on any invoice or its designeexxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; (iv) to sign any agreement or certificate in connection with any insurance policy of such Borrower (including any documentation to receive benefit payments due thereunder or to cancel such insurance policy and any successor thereof from time receive a refund of the unearned premium with respect thereto); and (v) to time (the Company or such designee or any such successor do all other acts and things necessary to carry out this Agreement. All acts of any of them acting in the Contributor’s capacity as said attorney-in-fact pursuant heretoare hereby authorized, the “Attorney-in-Fact”) as the true ratified and lawful approved, and said attorney-in-fact and agent will not be liable for any errors or mistake of Contributorfact or law. This power, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be being coupled with an interest and therefore shall be interest, is irrevocable and shall not be terminated by while any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed Obligations remain unpaid or Agent or any Lender has any commitment to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by a Borrower under this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyotherwise.

Attorney-in-Fact. Each Contributor hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the such Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of such Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the such Contributor’s Holdings SCP III Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the such Contributor if personally present and acting (the “Power of Attorney”). The Each Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the each Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of such Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Each Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Each Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by such Contributor hereunder. Each Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the any Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney.

Attorney-in-Fact. Contributor Each Loan Party hereby irrevocably makes, constitutes and appoints the Company Lender (or its designee) and any successor thereof from time to time (the Company of Lender’s officers, employees or agents), with full power of substitution, as such designee or any such successor of any of them acting in the ContributorPerson’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact , in such Person’s name: (a) to endorse such Person’s name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into Lender’s possession; (b) to sign such Person’s name on drafts against account debtors, on schedules and agent assignments of Contributoraccounts, on notices to account debtors and on any account invoice or xxxx of lading; (c) to send requests for verification of accounts, and to contact account debtors in any other manner to verify the accounts; (d) after the occurrence of an Event of Default and during the continuation thereof, to act in notify the namepost office authorities to change the address for delivery of such Person’s mail to any address designated by Lender, place to receive and stead of Contributor open all mail addressed to makesuch Person, execute, acknowledge and deliver to retain all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings mail relating to the transactions contemplated by Collateral and forward, within 10 business days of Lender’s receipt thereof, all other mail to such Person; and (e) after the occurrence of an Event of Default and during the continuation thereof, to do all other things necessary or advisable to accomplish the purposes of this Agreement (including, without limitation, or the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”)Loan Documents. The Contributor agrees, at the request of the Company, to execute a separate foregoing power of attorney and proxy on the same terms as set forth in this Section 5.3attorney, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be being coupled with an interest interest, is irrevocable so long as any Secured Obligations are outstanding. Each Loan Party ratifies and therefore approves all acts of the attorney. None of Lender or its employees, officers or agents shall be irrevocable and shall not be terminated liable for any acts or omissions or for any error in judgment or mistake of fact or law except for gross negligence or willful misconduct as determined by any act a final non-appealable order of Contributor, by operation a court of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneycompetent jurisdiction.

Attorney-in-Fact. Contributor In an Event of Default and after all cure periods are exhausted and upon thirty (30) days’ written notice from RBL, Co-Borrowers hereby irrevocably appoints the Company (or its designee) constitute and appoint RBL and any successor thereof from time to time (the Company officer or such designee or any such successor agent thereof, with full power of any of them acting in the Contributor’s capacity substitution, as attorneyCo-in-fact pursuant hereto, the “Attorney-in-Fact”) as the Borrowers’ true and lawful attorney-in-fact with full irrevocable power and agent of Contributor, to act authority in the name, its place and stead and in its name or in RBL's own name, from time to time in RBL's discretion, for the purpose of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with carrying out the terms and conditions of this Agreement, as well as to take any and all appropriate action and to execute any and all documents and instruments that may be necessary or desirable to accomplish the organizational documents purposes of this Agreement and, without limiting the generality of the Company foregoing, hereby grants to RBL the power and right, on behalf of Co-Borrowers, without notice to or assent: (a) to execute, file and record all such financing statements, certificates of title and other certificates of registration and operation and similar documents and instruments as RBL may reasonably deem necessary or desirable to protect, perfect and validate RBL's security interest in the Operating PartnershipCollateral; and (b) upon the occurrence and during the continuance of an Event of Default (i) to receive, as they may be amended collect, take, endorse, sign, and deliver in Co-Borrowers’ or revisedRBL's name, any registration rights agreements and all checks, notes, drafts, or other documents or instruments relating to the Collateral (ii) to notify postal authorities to change the address for delivery of Co-Borrowers’ mail to an address designated by RBL, (iii) to open such mail delivered to the designated address, (iv) to sign and endorse any lock-up agreementsinvoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications and notices in connection with accounts and other documents relating to the Collateral; (v) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (vi) to defend any suit, action or proceeding brought with respect to any Collateral; (vii) to negotiate, settle, compromise or adjust any account, suit, action or proceeding described above and, in connection therewith, to give such discharges or releases as RBL may deem appropriate; and (viii) generally, to sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though RBL were the absolute owner thereof for all purposes, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agreesdo, at RBL's option, at any time or from time to time, all acts and things which RBL deems necessary to protect, preserve or realize upon the request of Collateral and RBL's security interest therein, in order to effect the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination intent of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney.

Attorney-in-Fact. Contributor Grantor hereby irrevocably appoints the Company Beneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (or its designeea) and to execute and/or record any successor thereof from time to time (the Company or such designee notices of completion, cessation of labor or any such successor other notices that Beneficiary reasonably deems appropriate to protect Beneficiary's interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this 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, Personalty, Fixtures, Plans, Property Agreements, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary's security interests and rights in or to any of them acting the Mortgaged Property, and (d) if any Event of Default has occurred and is continuing, to perform any obligation of Grantor hereunder, however: (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Contributor’s capacity Indebtedness and shall bear interest at the Default Rate; (3) Beneficiary as such attorney-in-fact pursuant hereto, the “Attorney-in-Fact”shall only be accountable for such funds as are actually received by Beneficiary; and (4) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and Beneficiary shall not be terminated by any act of Contributor, by operation of law liable to Grantor or by the occurrence of any other event person or events, and if entity for any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed failure to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause take any action which it is empowered to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in take under this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney8.3.

Attorney-in-Fact. Contributor The Company hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee Lender or any such successor of any of them acting in other person whom the ContributorLender may designate as the Company’s capacity as attorney-in-fact pursuant heretofact, the “Attorney-in-Fact”) as the true with full power and lawful attorney-in-fact and agent of Contributor, to act authority in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of and in the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents name of the Company or in its own name to: (i) on or after the occurrence and continuation of an Event of Default, endorse the Company’s name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into the Lender’ possession; (ii) on or after the occurrence and continuation of an Event of Default, sign the Company’s name on any invoice or xxxx of lading relating to any Receivables, drafts against Customers, schedules and assignments of Receivables, notices of assignment, financing statements and other public records, verifications of account and notices to or from Customers; (iii) on or after the occurrence and continuation of an Event of Default, verify the validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (iv) on or after the occurrence and continuation of an Event of Default, execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (v) do all things necessary to carry out this Agreement; (vi) continue any insurance existing pursuant to the terms of this Agreement and pay all or any part of the premium therefor and the Operating Partnershipcost thereof; and (vii) on or after the occurrence and continuation of an Event of Default, as they may be amended or revised, any registration rights agreements and any lock-up agreementsnotify the post office authorities to change the address for delivery of the Company’s mail to an address designated by the Lender, and to provide information receive, open and dispose of all mail addressed to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”)Company. The Contributor agrees, at the request Company hereby ratifies and approves all acts of the Company, to execute a separate power of attorney and proxy attorney. The powers conferred on the same terms as set forth Lender hereunder are solely to protect its interests in this Section 5.3the Collateral and shall not impose any duty upon it to exercise any such powers. Neither the Lender nor the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law, with such execution to be witnessed and notarizedexcept for gross negligence or willful misconduct. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be This power, being coupled with an interest and therefore shall be interest, is irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions so long as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything account which is assigned to the contrary, Lender or in which the Attorney-in-Fact may not expand Lender has a security interest remains unpaid and until the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of AttorneyObligations have been fully satisfied.

Attorney-in-Fact. Contributor Grantor hereby irrevocably appoints the Company Beneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (or its designeea) and to execute and/or record any successor thereof from time to time (the Company or such designee notices of completion, cessation of labor or any such successor other notices that Beneficiary deems appropriate to protect Beneficiary's interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this 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 and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or 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 Beneficiary's security interests and rights in or to any of them acting the Mortgaged Property, and (d) upon the occurrence and continuation of an Event of Default, to perform any obligation of Grantor hereunder, however: (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Contributor’s capacity Indebtedness and shall bear interest at the highest rate at which interest is then computed on any portion of the Indebtedness; (3) Beneficiary as such attorney-in-fact pursuant hereto, the “Attorney-in-Fact”shall only be accountable for such funds as are actually received by Beneficiary; and (4) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and Beneficiary shall not be terminated by any act of Contributor, by operation of law liable to Grantor or by the occurrence of any other event person or events, and if entity for any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed failure to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause take any action which it is empowered to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in take under this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney9.3.

Attorney-in-Fact. Contributor (a) Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest, with full authority in the Company (place and stead of such Borrower, and in the name of Borrower or its designee) and any successor thereof otherwise, from time to time (after the Company occurrence of and during the continuation of an Event of Default in the discretion of Lender to take any action and to execute any instrument which Lender may deem necessary or such designee advisable to accomplish the purpose of this Agreement or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant heretoother Loan Document, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution following: (i) to ask, demand, collect, xxx for, recover, compromise, receive and give acquittance and receipts for monies due and to become due under or in respect of the Deposit Account and/or any of the Deposit Account Collateral; (ii) to receive, endorse, and collect (A) any Revenues, (B) any instruments made payable to Borrower representing any dividend, payment of principal, interest, redemption price, purchase price or other distribution or payment in respect of any Closing Documents Deposit Account Collateral, or (C) any other instruments, documents and chattel paper received in connection with this Agreement or any other Loan Document; (iii) to file any claims, or take any action or institute any proceedings which Lender shall deem necessary or desirable for the collection of any Revenues in the event that Borrower shall fail to do so, or otherwise to enforce the rights of Lender with respect to this Agreement; (iv) to execute and/or file, without the signature of Borrower, any Uniform Commercial Code financing statements, continuation statements, or other documents) filing, and any amendment thereof, relating to the acquisition by Deposit Account Collateral; (v) to give notice to any third parties which may be required to perfect Lender’s security interest in the Company of the Contributor’s Holdings InterestsDeposit Account Collateral; (vi) to register, all purchase, sell, assign, transfer, pledge or take any other action with respect to any Deposit Account Collateral in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney.; and

Attorney-in-Fact. Contributor Grantor hereby irrevocably appoints the Company Beneficiary and its successors and assigns, as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, (or its designeea) and to execute and/or record any successor thereof from time to time (the Company or such designee notices of completion, cessation of labor or any such successor other notices that Beneficiary reasonably deems appropriate to protect Beneficiary’s interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this 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, Personalty, Fixtures, Plans, Property Agreements, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or desirable for such purpose, (c) to prepare, execute and file or record financing statements, continuation statements, applications for registration and like papers necessary to create, perfect or preserve Beneficiary’s security interests and rights in or to any of them acting the Mortgaged Property, and (d) if any Event of Default has occurred and is continuing, to perform any obligation of Grantor hereunder, however: (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Contributor’s capacity Indebtedness and shall bear interest at the Default Rate; (3) Beneficiary as such attorney-in-fact pursuant hereto, the “Attorney-in-Fact”shall only be accountable for such funds as are actually received by Beneficiary; and (4) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and Beneficiary shall not be terminated by any act of Contributor, by operation of law liable to Grantor or by the occurrence of any other event person or events, and if entity for any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed failure to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause take any action which it is empowered to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in take under this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney8.3.

Attorney-in-Fact. Contributor Subject to Airlines’ rights under Section 2.10, to the fullest extent permitted by applicable Law, Airlines hereby irrevocably constitutes and appoints the Company (or its designee) Collateral Agent and any successor thereof from time to time (the Company officer or such designee or any such successor agent thereof, with full power of any of them acting in the Contributor’s capacity substitution, as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the its true and lawful attorney-in-fact with full irrevocable power and agent of Contributor, to act authority in the name, place and stead of Contributor to make, execute, acknowledge Airlines and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power name of Attorney contained Airlines or in this Section 5.3 shall expire on its own name, for the earlier purpose of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify carrying out the provisions of this Agreement pursuant to take any appropriate action and to execute any document or instrument that may be necessary or desirable to preserve the validity, perfection and priority of the Liens granted by this Agreement and, following any Event of Default under the Indenture, to exercise its rights, remedies, powers and privileges under this Agreement. To the fullest extent permitted by applicable Law, this appointment as attorney-in-fact is irrevocable and coupled with an interest. Without limiting the generality of the foregoing, Airlines hereby gives Collateral Agent the power and right, on behalf of Airlines, without notice to or assent by Airlines, upon the occurrence and during the continuation of any Event of Default, (i) to execute, in connection with any sale or disposition of the Collateral under Article II, any endorsements, assignments, bills of sale or other instruments of conveyance or transfer with respect to all or any part of the Collateral, (ii) pay or discharge taxes and Liens levied or placed on or threatened against the Collateral, (iii) execute, in connection with any sale provided for in Article II, any endorsement, assignment or other instrument of conveyance or transfer with respect to the Collateral, and (iv) (A) defend any suit, action or proceeding brought against Airlines with respect to any Collateral, (B) settle, compromise or adjust any such Power suit, action or proceeding and, in connection therewith, give such discharges or releases as Collateral Agent may deem appropriate, and (C) generally, sell, transfer, pledge and make any agreement with respect to or otherwise deal with any Collateral as fully and completely as though Collateral Agent were the absolute owner thereof for all purposes, and do, at Collateral Agent’s option and Airlines’ reasonable expense, at any time, or from time to time, all acts and things that Collateral Agent deems necessary to protect, preserve or realize upon the Collateral and Collateral Agent’s and the Securityholders’ security interests therein and to effect the intent of Attorneythis Agreement, all as fully and effectively as Airlines might do.

Attorney-in-Fact. Contributor Company hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity Trustee as Company's attorney-in-fact pursuant heretoeffective during the continuance of an Event of Default, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act with full authority in the name, place and stead of Contributor Company and in the name of Company, Trustee or Holders or otherwise, from time to make, execute, acknowledge time in Trustee's discretion to take any action (including completion and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution presentation of any Closing Documents proxy) and to execute any instrument that Trustee may deem necessary or other documents) relating advisable to accomplish the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions purposes of this Agreement, as well as including, without limitation (but subject to the organizational documents other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Company representing any distribution in respect of the Company Pledged Collateral or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Operating PartnershipPledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as they may be amended or revised, any registration rights agreements fully and any lock-up agreementscompletely as though Trustee was the absolute owner thereof for all purposes, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agreesdo, at Trustee's option and Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the request Pledged Collateral. Company hereby ratifies and approves all acts of the Company, Trustee made or taken pursuant to execute a separate power of attorney and proxy on the same terms this Section 9. Except as specifically set forth in this Section 5.311 hereof, with such execution to be witnessed and notarized. The Power of Attorney entered into neither Trustee nor any Person designated by the Contributor and all authority granted hereby Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest and therefore interest, shall be irrevocable and until all Secured Obligations shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest have been paid in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyfull.

Attorney-in-Fact. Contributor 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 Trustee shall have the right, 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 appoint and constitute the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) Trustee as the Assignor’s true and lawful attorney-in-fact and agent with full power (in the name of Contributorthe Assignor or otherwise), to act 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 or orders in connection therewith, to file any claims or take any action or institute any proceedings which the Trustee may deem to be necessary or advisable in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreementspremises, and to provide information file, without the signature of the Assignor, any and all financing statements or 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 perfect or maintain the security interest granted hereby; provided, however, the Trustee shall not take any action pursuant to the Securities power granted by this Section 2.08 unless an Event of Default shall have occurred and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”)be continuing. The Contributor agrees, at the request Such appointment of the Company, to execute a separate power of attorney Trustee as attorney-in-fact is irrevocable and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be is coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereofinterest. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney Nothing contained in this Section 5.3 2.08 shall expire be deemed or considered as creating any obligation on the earlier part of the first anniversary Trustee to take any of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyactions described herein.

Attorney-in-Fact. Contributor For so long as this Agreement is in effect, the Borrower hereby irrevocably appoints Lender the Company Borrower’s attorney-in-fact, with full authority in the place and stead of the Borrower and in the name of the Borrower or otherwise, from and after the occurrence of an Event of Default, to take any action and to execute any instrument provided for pursuant to this Agreement, including, without limitation: (a) To ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or its designeein connection with any of the Collateral; (b) and To file any successor thereof from time to time (claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the Company or such designee or any such successor collection of any of them acting in the Contributor’s capacity Collateral or otherwise to enforce the rights of Borrower with respect to any of the Collateral; (c) To execute and deliver lien releases, certificates, and other documents to obtain payment for work or materials or other Collateral; and (d) To perform and take any action authorized under any this Agreement or any other agreement between Borrower and Lender, holding Borrower liable or responsible for the costs thereof. Borrower hereby ratifies all acts Xxxxxx takes as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated that are lawfully done by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions virtue of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate This power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be is coupled with an interest and therefore shall be irrevocable irrevocable. The grant of this power of attorney to take actions from and after an Event of Default shall not be terminated by any act construed to limit the powers of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated Lender to take actions otherwise permitted by this Agreement, any other agreement between the Attorney-in-Fact shall nevertheless be authorized and directed parties hereto, the Uniform Commercial Code or other law to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything take actions prior to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions occurrence of this Agreement pursuant to such Power an Event of AttorneyDefault.

Attorney-in-Fact. Contributor Each Grantor hereby irrevocably appoints the Company (or Lender, its designee) nominee, and any successor thereof from time to time (the Company or other Person whom Lender may designate, as such designee or any such successor of any of them acting in the Contributor’s capacity as Grantor's attorney-in-fact pursuant heretofact, with full power during the “Attorney-in-Fact”) as the true existence of any Default to sign such Grantor's name on verifications of Accounts and lawful attorney-in-fact other Collateral; to send requests for verification of Collateral to such Grantor's customers, Account Debtors and agent of Contributorother obligors; to endorse such Grantor's name on any checks, to act in the namenotes, place and stead of Contributor to makeacceptances, execute, acknowledge and deliver all such other contracts, money orders, receiptsdrafts, noticesand any other forms of payment or security that may come into Lender's possession or on any assignments, requestsstock powers, instructions, certificates, consents, letters and or other writings instruments of transfer relating to the transactions contemplated by this Agreement (includingCollateral or any part thereof; to sign such Grantor's name on any invoice or bill of lading relating to any Collateral, without limitation, the execution on claims to enforce collecxxxx of any Closing Documents Collateral, on notices to and drafts against customers and Account Debtors and other obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; to notify the post office authorities to change the address for delivery of such Grantor's mail to an address designated by Lender; to receive, open and dispose of all mail addressed to such Grantor; and to do all things necessary to carry out the terms and provisions of this Agreement. Each Grantor hereby ratifies and approves all acts of any such attorney and agrees that neither Lender nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other documents) relating than, and to the acquisition by extent of, such Person's gross negligence or willful misconduct. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Company of Obligations have been fully paid and satisfied and the Contributor’s Holdings Interests, all Security Interests shall have terminated in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyhereof.

Attorney-in-Fact. Contributor The Trustees hereby irrevocably appoints agree to act as the Company attorneys-in-fact for the holders of the Debentures to the extent necessary or desirable for the purposes of this Indenture and each holder by receiving and holding the Debentures accepts and confirms the appointment of the Trustees as the attorneys-in-fact of such holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof. To the extent necessary and for greater certainty (or its designeebut without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustees and the holders of Debentures hereunder) and subject to any successor thereof from time applicable law of public order, the Trustees and the Corporation hereby agree with regards to time (the Company or such designee or any such successor of any of them Trustees so acting in as the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance holders of Debentures hereunder and each holder of Debentures by receiving and holding same agrees with the terms and conditions of this Agreement, as well as the organizational documents of the Company Corporation and the Operating PartnershipTrustees that, notwithstanding any other provision hereof and except as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by holders of Debentures pursuant to this Section 5.3Indenture, with such execution relating thereto, no holder of Debentures shall be liable to be witnessed and notarized. The Power of Attorney entered into third parties for acts performed by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by Trustee (or any act of Contributor, by operation of law or other Person appointed by the occurrence Trustees to perform all or any of any other event their rights, powers, trusts or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of duties hereunder) during the exercise of their rights, powers and trusts and the powers granted performance of their duties under this Indenture or for injury caused to it such parties by Contributor hereunderthe fault of the Trustees (or any such Person), or for contracts entered into in favour of such parties, during such performance. Contributor acknowledges that For great certainty, none of the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney provisions contained in this Section 5.3 Indenture shall expire on require the earlier Trustees to expend or risk their own funds or otherwise incur financial liability in the performance of any of their duties or in the first anniversary exercise of the Closing any of their rights or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneypowers unless indemnified.

Attorney-in-Fact. Contributor For so long as this Agreement is in effect, the Grantor hereby irrevocably appoints Lender the Company Grantor’s attorney-in-fact, with full authority in the place and stead of the Grantor and in the name of the Grantor or otherwise, from and after the occurrence of an Event of Default, to take any action and to execute any instrument which the Lender may deem necessary or advisable to accomplish the purposes of this Agreement, including, without limitation: (a) To ask, demand, collect, sue for, recover, compromise, receive and give acquittance and receipts for moneys due and to become due under or its designeein connection with any of the Collateral; (b) To receive, indorse, and collect any successor thereof from time to time drafts, checks or other Instruments, Documents, notes, Chattel Paper, General Intangibles or other Collateral; (c) To file any claims or take any action or institute any proceedings which Lender may deem necessary or desirable for the Company or such designee or any such successor collection of any of them acting in the Contributor’s capacity Collateral or otherwise to enforce the rights of Grantor with respect to any of the Collateral; (d) To receive and open all mail addressed to Grantor, remove any proceeds of Collateral therefrom and deliver the balance of such mail to Grantor; (e) To execute and deliver lien releases, certificates, and other documents to obtain payment for work or materials or other Collateral; and (f) To perform and take any action authorized under any this Agreement or any other agreement between Grantor and Lender, holding Grantor liable or responsible for the costs thereof. Grantor hereby ratifies all acts Xxxxxx takes as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated that are lawfully done by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions virtue of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate This power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be is coupled with an interest and therefore shall be irrevocable irrevocable. The grant of this power of attorney to take actions from and after an Event of Default shall not be terminated by any act construed to limit the powers of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated Lender to take actions otherwise permitted by this Agreement, any other agreement between the Attorney-in-Fact shall nevertheless be authorized and directed parties hereto, the Uniform Commercial Code or other law to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything take actions prior to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions occurrence of this Agreement pursuant to such Power an Event of AttorneyDefault.

Attorney-in-Fact. Contributor 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 Trustee shall have the right, 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/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 appoint and constitute the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) Trustee as the Assignor’s true and lawful attorney-in-fact and agent with full power (in the name of Contributorthe Assignor or otherwise), to act 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 or orders in connection therewith, to file any claims or take any action or institute any proceedings which the Trustee may deem to be necessary or advisable in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreementspremises, and to provide information file, without the signature of the Assignor, any and all financing statements or 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 perfect or maintain the security interest granted hereby; provided, however, the Trustee shall not take any action pursuant to the Securities power granted by this 2.07 unless an Event of Default shall have occurred and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”)be continuing. The Contributor agrees, at the request Such appointment of the Company, to execute a separate power of attorney Trustee as attorney-in-fact is irrevocable and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be is coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyinterest.

Attorney-in-Fact. Contributor Each Debtor hereby irrevocably appoints the Company (or Agent, its designee) nominee, and any successor thereof from time to time (the Company or other Person whom Agent may designate, as such designee or any such successor of any of them acting in the Contributor’s capacity as Debtor's attorney-in-fact pursuant heretofact, with full power during the “Attorney-in-Fact”existence of any Event of Default, (i) as the true to sign such Debtor's name on verifications of Accounts and lawful attorney-in-fact other Collateral; (ii) to send requests for verification of Collateral to such Debtor's customers, Account Debtors and agent of Contributorother obligors; (iii) to endorse such Debtor's name on any checks, to act in the namenotes, place and stead of Contributor to makeacceptances, execute, acknowledge and deliver all such other contracts, money orders, receiptsdrafts, noticesand any other forms of payment or security that may come into Agent's possession or on any assignments, requestsstock powers, instructions, certificates, consents, letters and or other writings instruments of transfer relating to the transactions contemplated by this Agreement Collateral or any part thereof; (includingiv) to sign such Debtor's name on any invoice or bill of lading relating to any Collateral, without limitation, the execution on claims to enforce cxxxxction of any Closing Documents Collateral, on notices to and drafts against customers and Account Debtors and other obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; (v) to notify the post office authorities to change the address for delivery of each Debtor's mail to an address designated by Agent; (vi) to receive, open and dispose of all mail addressed to such Debtor; and (vii) to do all things necessary to carry out the terms and provisions of this Agreement. To the fullest extent permitted by law, each Debtor hereby ratifies and approves all acts of any such attorney and agrees that neither Agent nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other documents) relating than, and to the acquisition by extent of, such Person's gross negligence or willful misconduct. The foregoing powers of attorney, being coupled with an interest, are irrevocable until the Company of Obligations have been fully paid and satisfied and the Contributor’s Holdings Interests, all Security Interests shall have terminated in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyhereof.

Attorney-in-Fact. Contributor Each Secured Party hereby appoints _______________ as collateral agent (the “Collateral Agent”) for the purposes of perfecting the Secured Parties’ security interests hereunder and for the purposes set forth in this Section 8. Grantor does hereby irrevocably appoints make, constitute and appoint the Company (or Collateral Agent on behalf of all of the Secured Parties as its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at with full power and authority to do any and all acts necessary or proper to carry out the request intent of this Agreement including, without limitation, the right, power and authority (a) to enforce all rights of Grantor under and pursuant to any agreements with respect to the Collateral, all for the sole benefit of the CompanySecured Parties; (b) to enter into and perform such arrangements as may be necessary in order to carry out the terms, covenants and conditions of this Agreement that are required to be observed or performed by Grantor; (c) to execute a separate power such other and further mortgages, pledges and assignments of attorney the Collateral as the Secured Parties may reasonably require for the purpose of perfecting, protecting or maintaining the security interest granted to the Secured Parties by this Agreement; and proxy on (d) to do any and all other things necessary or proper to carry out the same terms intent of this Agreement, and Grantor hereby ratifies and confirms that the party reflected above as set forth in such attorney-in-fact or its substitutes does by virtue of this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be Attorney, which power is coupled with an interest and therefore shall be irrevocable is irrevocable, until Grantor has paid in full the Secured Obligations and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this AgreementAgreement is terminated. The person or entity charged with the foregoing Power of Attorney contained may be changed by the written approval of a majority in this Section 5.3 shall expire on the earlier interest of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything Secured Parties and, upon written notice thereof to the contraryGrantor, the Attorney-in-Fact may not expand the Contributor’s covenantsGrantor shall be bound thereby; provided, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to however, that any such newly appointed Power of AttorneyAttorney shall be selected from the Secured Parties party to this Security Agreement.

Attorney-in-Fact. Contributor Grantor hereby irrevocably appoints Beneficiary as its attorney-in-fact, which agency is coupled with an interest and with full power of substitution, with full authority in the Company place and stead of Grantor and in the name of Grantor or otherwise (or its designeea) and to execute and/or record any successor thereof from time to time (the Company or such designee notices of completion, cessation of labor or any such successor other notices that Beneficiary deems appropriate to protect Beneficiary's interest, if Grantor shall fail to do so within ten (10) days after written request by Beneficiary, (b) upon the issuance of a deed pursuant to the foreclosure of this 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, Tax Refunds, Proceeds, Insurance and Condemnation Awards in favor of the grantee of any such deed and as may be necessary or 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 Beneficiary's security interests and rights in or to any of them acting the Mortgaged Property, and (d) after the occurrence and during the continuance of an Event of Default, to perform any obligation of Grantor hereunder; provided, however, that (1) Beneficiary shall not under any circumstances be obligated to perform any obligation of Grantor; (2) any sums advanced by Beneficiary in such performance shall be added to and included in the Contributor’s capacity Indebtedness and shall bear interest at the highest rate at which interest is then computed on any portion of the Indebtedness; (3) Beneficiary as such attorney-in-fact pursuant hereto, the “Attorney-in-Fact”shall only be accountable for such funds as are actually received by Beneficiary; and (4) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and Beneficiary shall not be terminated by any act of Contributor, by operation of law liable to Grantor or by the occurrence of any other event person or events, and if entity for any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed failure to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause take any action which it is empowered to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in take under this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney9.3.

Attorney-in-Fact. Contributor The Trustee hereby irrevocably appoints agrees to act as the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, for the “Attorney-in-Fact”) holders of the Debentures to the extent necessary or desirable for the purposes of this Indenture and each holder by receiving and holding the Debentures accepts and confirms the appointment of the Trustee as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating holder to the transactions contemplated by this Agreement (including, without limitation, extent necessary for the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all purposes hereof and in accordance with and subject to the terms provisions hereof. To the extent necessary and conditions for greater certainty (but without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustee and the holders of this AgreementDebentures hereunder) and subject to any applicable law of public order, as well the Trustee and the Corporation hereby agree with regards to the Trustee so acting as the organizational documents attorney-in-fact of the Company holders of Debentures hereunder and each holder of Debentures by receiving and holding same agrees with the Corporation and the Operating PartnershipTrustee that, notwithstanding any other provision hereof and except as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by holders of Debentures pursuant to this Section 5.3Indenture, with such execution relating thereto, no holder of Debentures shall be liable to be witnessed and notarized. The Power of Attorney entered into third parties for acts performed by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by Trustee (or any act of Contributor, by operation of law or other Person appointed by the occurrence Trustee to perform all or any of any other event its rights, powers, trusts or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of duties hereunder) during the exercise of its rights, powers and trusts and the powers granted performance of its duties under this Indenture or for injury caused to it such parties by Contributor hereunderthe fault of the Trustee (or any such Person), or for contracts entered into in favour of such parties, during such performance. Contributor acknowledges that For great certainty, none of the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney provisions contained in this Section 5.3 Indenture shall expire on require the earlier Trustee to expend or risk its own funds or otherwise incur financial liability in the performance of any of its duties or in the first anniversary exercise of the Closing any of its rights or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneypowers unless indemnified.

Attorney-in-Fact. Contributor The Agent or a duly appointed agent or representative of the Agent is hereby irrevocably appoints appointed the Company (agent and attorney-in-fact of the Borrower for the purpose of carrying out the provisions of this Agreement, taking any action and executing any instruments which the Agent may deem necessary or its designee) advisable to accomplish the purposes hereof and any successor thereof from time to time (obtain, on behalf of the Company or such designee or any such successor Banks, the benefits of any of them acting in this Agreement, the Contributor’s capacity other Loan Documents, the Collateral and the security intended to be provided to the Banks hereby and thereby, which agency and appointment as attorney-in-fact pursuant heretois irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the “Attorney-in-Fact”) as Agent shall have the true right and lawful attorney-in-fact and agent of Contributor, to act power in the name, place and stead of Contributor the Borrower, and in the name of the Borrower or otherwise (from time to maketime and without prior notice to or consent from the Borrower, executeand without releasing or in any manner affecting the Borrower's Obligations hereunder): (a) to receive, acknowledge endorse and deliver collect all checks, drafts or chattel paper made payable to the order of the Borrower (provided that all such endorsements recite that they are made without recourse) representing any payment on account of the principal, interest or other contractsamount on any of the Pledged Mortgages, ordersPledged Securities or other items of Collateral, receiptsto give full discharge for the same and to complete any endorsements or assignments made in blank or which are updated or otherwise incomplete or to execute new endorsements (provided that all such endorsements recite that they are made without recourse) or assignments to any Persons, notices(b) to ask, requestsdemand, instructionscollect, certificatesxxx for, consentsrecover, letters receive and other writings relating give, acquittances and receipts for moneys due and to become due under or in respect of any of the transactions contemplated by Collateral, (c) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection or completion of, or perfection of the Agent's interest in any of the Collateral or otherwise to enforce the rights of the Borrower or the Agent with respect to any of the Collateral, this Agreement (or the other Loan Documents, including, without limitation, the execution endorsement of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings InterestsMortgage Note, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnershipcreation, as they may be amended or revised, any registration rights agreements execution and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence recording of any Assignment of Mortgage for any Pledged Mortgage and (d) if the Borrower fails to perform any obligation under this Agreement or the other event or eventsLoan Documents, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue performance of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyobligation.

Attorney-in-Fact. Contributor Pledgor hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the ContributorPledgee as Pledgor’s capacity as attorney-in-fact pursuant heretoeffective during the continuance of an Event of Default, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act with full authority in the name, place and stead of Contributor Pledgor and in the name of Pledgor, Pledgee or otherwise, from time to make, execute, acknowledge time in Pledgee’s sole discretion to take any action (including completion and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution presentation of any Closing Documents proxy) and to execute any instrument that Pledgee may reasonably deem necessary or other documents) relating advisable to accomplish the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions purposes of this Agreement, as well as including, without limitation (but subject to the organizational documents other provisions hereof), to (i) receive, endorse and collect all instruments made payable to Pledgor representing any dividend or other distribution in respect of the Company Shares or any part thereof; (ii) exercise the voting and other consensual rights pertaining to the Operating PartnershipShares; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Shares as they may be amended or revised, any registration rights agreements fully and any lock-up agreementscompletely as though Pledgee was the absolute owner thereof for all purposes, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agreesdo, at Pledgee’s option and Pledgor’s expense, at any time or from time to time, all acts and things that Pledgee reasonably deems necessary to protect, preserve or realize upon the request Shares. Pledgor hereby ratifies and approves all acts of the Company, Pledgee made or taken pursuant to execute a separate this Section 14. This power of attorney and proxy on the same terms as set forth in this Section 5.3attorney, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be being coupled with an interest and therefore interest, shall be irrevocable and until all Secured Obligations shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest have been paid in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement full and the other documents and agreements contemplated hereby or modify the provisions of this Loan Agreement pursuant to such Power of Attorneyshall have been terminated.

Attorney-in-Fact. Contributor Borrower hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the ContributorLender as Borrower’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”)fact. The Contributor agrees, at the request of the Company, to execute a separate This power of attorney and proxy on shall be irrevocable so long as any Obligations remain outstanding under the same terms as set forth in this Section 5.3Loan Documents, with such execution shall be deemed to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore interest, shall be irrevocable survive the voluntary or involuntary dissolution of Borrower, and shall not be terminated affected by any act of Contributordisability or incapacity suffered by Borrower subsequent to the date hereof. Lender shall have the right and power, by operation of law without the obligation to do so, in Lender’s name or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power name of Attorney contained in this Section 5.3 shall expire on Borrower, to execute and deliver any and all documents and instruments and perform any and all acts that are required of Borrower hereunder or that otherwise serve the earlier purpose of providing to Lender the first anniversary full benefit of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify Loan Documents. Without limitation, but subject to the provisions of this Agreement pursuant the Loan Documents, Lender is hereby granted full power and authority (i) to such Power demand, collect and receive any Net Liquidation Proceeds After Debt Service, and to make any compromise or settlement in connection with the foregoing, (ii) to appear in any lawsuit or other proceeding, and to file any pleading and take any action therein or with respect thereto, (iii) to endorse and deposit checks, drafts and other payments and instruments, to execute checks and drafts in the name of AttorneyBorrower, and otherwise to direct the investment and payment of all funds received by Lender or on deposit in any Account, (iv) to execute and file or record financing statements, continuation statements, applications for registration and like papers to create, perfect or preserve any of Lender’s security interests and rights, and (v) to exercise any rights of Borrower pertaining to any Account or any funds therein.

Attorney-in-Fact. Contributor Effective on the Closing Date, Seller hereby irrevocably constitutes and appoints Parent and Buyer the Company true and lawful attorneys of Seller, with full power of substitution, in the name of Seller, Parent or Buyer, but on behalf of and for the benefit of Parent and Buyer: (or its designeea) to demand and any successor thereof receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (b) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits ("Actions or Proceedings") that Parent or Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Company Acquired Assets; (c) to defend or such designee compromise any or any such successor all Actions or Proceedings in respect of any of them acting the Acquired Assets; and (d) to do all such acts and things in relation to the matters set forth in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”preceding clauses (a) through (c) as Parent or Buyer shall deem desirable; provided, however, that if any of the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated actions authorized by this Agreement (includingSection 8.21 could reasonably be determined to result in liability of DTI Holdings or Seller or in a claim for indemnification by Parent or Buyer against DTI Holdings or Seller, then Parent or Buyer shall not take any such actions without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance complying with the terms and conditions procedures set forth in Article XI of this Agreement, as well as . Seller hereby acknowledges that the organizational documents of the Company appointment hereby made and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority powers hereby granted hereby shall be are coupled with an interest and therefore shall be irrevocable are not and shall not be terminated revocable by it in any act of Contributor, by operation of law manner or by the occurrence of for any other event or events, reason. Seller shall deliver to Parent and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of Buyer at the Closing or the termination an acknowledged power of this Agreement. Notwithstanding anything attorney to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated foregoing effect executed by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of AttorneySeller.

Attorney-in-Fact. Contributor Each Debtor hereby irrevocably appoints the Company (or Administrative Agent, its designee) nominee, and any successor thereof from time to time (the Company or other Person whom Administrative Agent may designate, as such designee or any such successor of any of them acting in the ContributorDebtor’s capacity as attorney-in-fact pursuant heretofact, with full power during the “Attorney-in-Fact”) as the true existence of any Event of Default to sign such Debtor’s name on verifications of Accounts and lawful attorney-in-fact other Collateral; to send requests for verification of Collateral to such Debtor’s customers, Account Debtors and agent of Contributorother obligors; to endorse such Debtor’s name on any checks, to act in the namenotes, place and stead of Contributor to makeacceptances, execute, acknowledge and deliver all such other contracts, money orders, receiptsdrafts, noticesand any other forms of payment or security that may come into Administrative Agent’s possession or on any assignments, requestsstock powers, instructions, certificates, consents, letters and or other writings instruments of transfer relating to the transactions contemplated by this Agreement (includingCollateral or any part thereof; to sign such Debtor’s name on any invoice or xxxx of lading relating to any Collateral, without limitation, the execution on claims to enforce collection of any Closing Documents or Collateral, on notices to and drafts against customers and Account Debtors and other documents) relating obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; to notify the acquisition post office authorities to change the address for delivery of such Debtor’s mail to an address designated by Administrative Agent; to receive, open and dispose of all mail addressed to such Debtor; and to do all things necessary to carry out the Company terms and provisions of the Contributor’s Holdings Interests, this Agreement. Each Debtor hereby approves all acts of any such attorney taken in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant after the occurrence and during the continuance of an Event of Default and agrees that neither Administrative Agent nor any such attorney will be liable for any acts or omissions nor for any error of judgment or mistake of fact or law other than, and to the extent of, such Power Person’s gross negligence or willful misconduct. The foregoing powers of Attorneyattorney, being coupled with an interest, are irrevocable until Security Termination has occurred and the Security Interests granted hereby shall have terminated in accordance with the terms hereof.

Attorney-in-Fact. Contributor (a) For the purpose of allowing the Collateral Agent to exercise its rights and remedies provided in Article 8 following the occurrence and during the continuation of an Event of Default, Borrower hereby irrevocably constitutes and appoints the Company Collateral Agent its true and lawful attorney in fact, with full power of substitution, with respect to the Collateral, and hereby empowers such attorney or attorneys as follows: (i) To pay, settle or its designeecompromise all bills and claims which may be or become Liens or security interests against any or all of the Funded Projects or the Collateral, or any part thereof, unless a bond or other security satisfactory to the Collateral Agent has been provided; (ii) To execute applications and certificates in the name of Borrower or the Subsidiary Guarantors which reasonably may be required by the Financing Documents or any successor other agreement or instrument executed by or on behalf of Borrower or the Subsidiary Guarantors in connection with the Collateral; (iii) To prosecute and defend all actions or proceedings in connection with any or all the Collateral or any part thereof and to take such action and require such performance as such attorney reasonably deems necessary under any performance and payment bond and the Financing Documents; (iv) To do any and every act which Borrower or the Subsidiary Guarantors might do on their behalf with respect to the Collateral or any part thereof and to exercise any or all of their rights and remedies under any or all of the Project Documents; and (v) To use any funds contained in any Collateral Account, including without limitation the Debt Service Reserve Account, to pay interest and principal on the Loans as accrued from time to time time. (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”b) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate This power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution shall be deemed to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be a power coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereofirrevocable. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorney.12.6

Attorney-in-Fact. Contributor Effective on the Closing Date, Transferor hereby irrevocably constitutes and appoints Transferee the Company true and lawful attorneys of Transferor, with full power of substitution, in the name of Transferor, Transferee, but on behalf of and for the benefit of Transferee: (or its designeea) to demand and any successor thereof receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (b) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits (“Actions or Proceedings”) that Transferee may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Company Acquired Assets; (c) to defend or such designee compromise any or any such successor all Actions or Proceedings in respect of any of them acting the Acquired Assets; and (d) to do all such acts and things in relation to the matters set forth in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”preceding clauses (a) through (c) as Transferee shall deem desirable; provided, however, that if any of the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated actions authorized by this Agreement (includingSection 9.9 could reasonably be determined to result in liability of Transferor or in a claim for indemnification by Transferee against Transferor, then Transferee shall not take any such actions without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance complying with the terms and conditions procedures set forth in Article XII of this Agreement, as well as . Transferor hereby acknowledges that the organizational documents of the Company appointment hereby made and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority powers hereby granted hereby shall be are coupled with an interest and therefore shall be irrevocable are not and shall not be terminated revocable by it in any act of Contributor, by operation of law manner or by the occurrence of for any other event or events, and if any other such act or event reason. Transferor shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed deliver to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of Transferee at the Closing or the termination an acknowledged power of this Agreement. Notwithstanding anything attorney to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated foregoing effect executed by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of AttorneyTransferor.

Attorney-in-Fact. Contributor Without limiting any rights or powers granted by this Agreement to the Agent, each Obligor hereby irrevocably appoints the Company (or Agent, its designee) and any successor thereof from time to time (the Company or such designee nominee, or any other person whom the Agent may designate as such successor of any of them acting in the Contributor’s capacity as Obligor's attorney-in-fact pursuant heretofact, with full power and authority upon the “Attorney-in-Fact”) as occurrence and during the true continuation of any Event of Default to sign such Obligor's name on verifications of Receivables and lawful attorney-in-fact other Collateral; to send requests for verification of Collateral to such Obligor's customers, account debtors, and agent of Contributorother obligors; to endorse such Obligor's name on any checks, to act in the namenotes, place and stead of Contributor to makeacceptances, execute, acknowledge and deliver all such other contracts, money orders, receiptsdrafts, noticesand any other forms of payment or security that may come into the Agent's possession; to endorse the Collateral in blank or to the order of the Agent or its nominee; to sign such Obligor's name on any invoice or xxxx of lading relating to any Collateral, requestson claims to enforce collection of any Collateral, instructions, certificates, consents, letters on notices to and drafts against customers and account debtors and other writings relating obligors, on schedules and assignments of Collateral, on notices of assignment and on public records; to notify the transactions contemplated post office authorities to change the address for delivery of such Obligor's mail to an address designated by the Agent; to receive, open, and dispose of all mail addressed to such Obligor; and to do all things necessary to carry out this Agreement (including, without limitation, the execution Agreement. Each Obligor hereby ratifies and approves all acts of any Closing Documents such attorney and agrees that neither the Agent nor any such attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended than such person's gross negligence or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”)willful misconduct. The Contributor agreesforegoing powers of attorney, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be being coupled with an interest interest, are irrevocable until the Secured Obligations have been fully paid and therefore shall be irrevocable satisfied and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion commitments of the transactions contemplated by this Agreement, Lenders to extend credit to or for the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each account of the Power of Attorney. Contributor hereby ratifies and confirms all that Borrower under the Attorney-in-Fact shall lawfully do Credit Agreement have expired or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyotherwise terminated.

Attorney-in-Fact. Contributor Borrower hereby irrevocably appoints the Company (or its designee) Xxxxxx and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity Lender as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful Xxxxxxxx's attorney-in-fact and agent of Contributorauthorizes Lender or such designee, at Borrower's sole expense, to act exercise at any times in Xxxxxx's or such designee's discretion all or any of the following powers, which powers, being coupled with an interest, shall be irrevocable until all Obligations have been paid and sat- isfied in full: (a) receive, endorse, assign, deliver, and deposit, in the namename of Lender or Borrower, place any and stead of Contributor to makeall cash, executechecks, acknowledge and deliver all such other contractscommercial paper, ordersdrafts, receipts, notices, requests, instructions, certificates, consents, letters remittances and other writings instruments and docu- ments relating to the transactions contemplated by this Agreement Collateral or the proceeds thereof; (includingb) notify account debtors, without limitationother obligors or any bailees of the interest of Lender in the Collateral or request from account debtors or such other obligors or bailees at any time, in the execution name of Borrower or Lender or any Closing Documents designee of Lender, information concerning the Collateral and any amounts owing with respect thereto; (c) notify account debtors or other documents) relating obligors to make payment directly to Lender, or notify bailees as to the acquisition by disposition of Collateral; (d) execute in the Company name of the Contributor’s Holdings InterestsBorrower and file against Borrower in favor of Lender financing statements, all in accordance with the terms and conditions deeds of this Agreementtrust, mortgages, or other assignment documents, as well as the organizational documents any amendments with respect to any portion of the Company Collateral; (e) obtain insurance at Borrower's expense and, after an Event of Default, to adjust or settle any claim or other matter arising pursuant to Borrower's insurance or to amend or cancel such insurance; (f) 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 direct collection of or other realization upon the accounts and other Collateral; (g) after an Event of Default, change the Operating Partnershipaddress for delivery of mail to Borrower and to receive and open mail addressed to Borrower; and (h) after an Event of Default, as they may be amended extend the time of payment of, compromise or revisedsettle for cash, credit, return of merchandise, and upon any terms or conditions, any registration rights agreements and all accounts or other Collateral which includes a monetary obligation and discharge or release the account debtor or other obligor, without affecting any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of AttorneyObligations.

Attorney-in-Fact. Contributor 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 Trustee shall have the right, 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/or the Assignor, with all costs, expenses and attorneys’ fees incurred in connection therewith being paid by the Assignor. The Assignor does hereby irrevocably appoints appoint and constitute the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) Trustee as the Assignor’s true and lawful attorney-in-fact and agent with full power (in the name of Contributorthe Assignor or otherwise), to act 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 or orders in connection therewith, to file any claims or take any action or institute any proceedings which the Trustee may deem to be necessary or advisable in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreementspremises, and to provide information file, without the signature of the Assignor, any and all financing statements or 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 perfect or maintain the security interest granted hereby; provided, however, the Trustee shall not take any action pursuant to the Securities power granted by this 2.07 unless an Event of Default shall have occurred and Exchange Commission be continuing. Such appointment of the Trustee as attorney-in-fact is irrevocable and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”)is coupled with an interest. The Contributor agrees, at parties agree that the request grant of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and 2.07 shall not be terminated by deemed to create any act of Contributor, by operation of law or by obligation on the occurrence of any other event or events, and if any other such act or event shall occur before the completion part of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed Trustee to complete all such transactions as if such other act take any one or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each more of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyactions described herein.

Attorney-in-Fact. Contributor The Agent is hereby irrevocably appoints appointed the Company (agent and attorney-in-fact of the Borrower for the purpose of carrying out the provisions of this Agreement, taking any action and executing any instruments which the Agent may deem necessary or its designee) advisable to accomplish the purposes hereof and any successor thereof from time to time (obtain for the Company or such designee or any such successor Agent, on behalf of any the Lenders, the benefits of them acting in this Agreement, the Contributor’s capacity other Loan Documents, the Collateral and the security intended to be provided to the Lenders hereby and thereby, which agency and -45- 52 appointment as attorney-in-fact pursuant heretois irrevocable and coupled with an interest. Without limiting the generality of the foregoing, the “Attorney-in-Fact”) as Agent shall have the true right and lawful attorney-in-fact and agent of Contributor, to act power in the name, place and stead of Contributor the Borrower, and in the name of the Borrower or otherwise (from time to maketime, executeupon the occurrence and during the continuance of an Event of Default and without prior notice to or consent from the Borrower, acknowledge and deliver without releasing or in any manner affecting the Borrower's Obligations hereunder): (a) to receive, endorse and collect all checks, drafts or chattel paper made payable to the order of the Borrower (provided that all such endorsements recite that they are made without recourse) representing any payment of the Pledged Mortgages or other contractsitems of Collateral, ordersto give full discharge for the same and to complete any endorsements or assignments made in blank or which are updated or otherwise incomplete or to execute new endorsements (provided that all such endorsements recite that they are made without recourse) or assignments to any Persons, receipts(b) to ask, noticesdemand, requestscollect, instructionssue xxx, certificatesrecover, consentscompound, letters receive and other writings relating give, acquittances and receipts for moneys due and to become due under or in respect of any of the transactions contemplated by Collateral, (c) to file any claims or take any action or institute any proceedings which the Agent may deem necessary or desirable for the collection or completion of, or perfection of the Agent's interest in any of the Collateral or otherwise to enforce the rights of the Borrower or the Agent with respect to any of the Collateral, this Agreement (or the other Loan Documents, including, without limitation, the execution endorsement of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings InterestsMortgage Note, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnershipcreation, as they may be amended or revised, any registration rights agreements execution and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence recording of any other event Assignment of Mortgage for any Pledged Mortgage and (d) if the Borrower fails to perform any obligation under this Agreement or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do Loan Document or cause to be done by virtue performance of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyobligation.

Attorney-in-Fact. Contributor hereby irrevocably appoints To effectuate the terms and provisions of the Purchase Agreement, the Escrow Agreement, the Debentures and this Warrant, the Company (or its designee) and any successor thereof from time hereby agrees to time (grant a power of attorney to the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, named therein (the “"Attorney-in-Fact”") as the true and lawful attorney-in-fact and agent of Contributor, to act substantially in the name, place and stead form of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating by Exhibit F to the transactions contemplated by this Purchase Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “"Power of Attorney”"). The Contributor agrees, at the request of the Company, to execute a separate All acts done under such power of attorney are hereby ratified and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed approved and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, neither the Attorney-in-Fact nor any designee or agent thereof shall nevertheless be authorized and directed to complete all such transactions liable for any acts of commission or omission, for any error of judgment or for any mistake of fact or law, as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that long as the Attorney-in-Fact shall lawfully do or cause to be done by virtue is acting within the scope of the exercise Power of Attorney and within the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company hasscope of, and any designee or successor thereof acting as Attorney-in-Fact may havein accordance with, an economic interest in this Warrant, the transactions contemplated by this Purchase Agreement, the Debenture and the Escrow Agreement. The Power of Attorney contained in Attorney, being coupled with an interest, shall be irrevocable while any portion of this Section 5.3 shall expire on the earlier Warrant remains unexercised, any amount of the first anniversary Debenture remains unconverted or any provision of the Closing Purchase Agreement or the termination of this AgreementEscrow Agreement remains unsatisfied. Notwithstanding anything In addition, the Company shall deliver to the contrary, the Attorney-in-Fact may not expand a copy of resolutions duly adopted by the Contributor’s covenantsBoard of Directors of the Company, representations or covenants beyond those contemplated as certified by this Agreement and the other documents and agreements contemplated hereby or modify President of the provisions Company, (a) authorizing future issuances of shares of Common Stock upon exercise of this Warrant and conversion of the Debentures and (b) stating that such resolutions are irrevocable while any amount of the Debentures remain unconverted, any portion of this Warrant remains unexercised or any provision of the Purchase Agreement pursuant to such Power of Attorney.or the Escrow Agreement remains unsatisfied. Dated: __________, 200_ FUSION NETWORKS HOLDINGS, INC. By: Name: Title: Attest: Name: Title: NOTICE OF EXERCISE

Attorney-in-Fact. Contributor hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with To effectuate the terms and conditions provisions of this the Purchase Agreement, as well as the organizational documents of Escrow Agreement, the Debentures and this Warrant, the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and hereby agrees to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute grant a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed substantially in the form of Exhibit F to complete all such transactions as if such other act or event had not occurred and regardless the Purchase Agreement (the "Power of notice thereofAttorney"). Contributor hereby authorizes the reliance of third parties on each of All acts done under the Power of Attorney. Contributor Attorney are hereby ratifies ratified and confirms all that approved and neither the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and nor any designee or successor agent thereof acting shall be liable for any acts of commission or omission, for any error of judgment or for any mistake of fact or law, as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, long as the Attorney-in-Fact may not expand is acting within the Contributor’s covenantsscope of the Power of Attorney and within the scope of, representations or covenants beyond those contemplated by and in accordance with, this Agreement Warrant, the Purchase Agreement, the Debentures and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such 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 Debentures remains unconverted or any provision of the Purchase Agreement or 217 the Escrow Agreement remains unsatisfied. In addition, the Company shall deliver to the Attorney-in-Fact a copy of resolutions duly adopted by the Board of Directors of the Company, as certified by the CEO of the Company, (a) authorizing transfers of the Debentures and the Warrant, future issuances of shares of Common Stock upon exercise of this Warrant and conversion of the Debentures and (b) stating that such resolutions are irrevocable while any amount of the Debentures remains unconverted, any portion of this Warrant remains unexercised or any provision of the Purchase Agreement or the Escrow Agreement remains unsatisfied. Dated: August 7, 2002 SCORES HOLDING COMPANY INC. By: _______________________ Name: Richard Goldring Title: President Attest: ___________________________ Xxxx: Xitle: 218 NOTICE OF EXERCISE

Attorney-in-Fact. Contributor Borrower hereby irrevocably appoints and constitutes Lender as Borrower's attorney-in-fact: (a) at any time, (i) to endorse Borrower's name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Lender's possession and to deposit or otherwise collect the same; (ii) to send verifications of Accounts to Customers; and (iii) to execute in Borrower's name any financing statements, affidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, (i) to receive, open, and dispose of all mail addressed to Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to Borrower to such address as Lender may designate; (iii) to sign Borrower's name on any invoice or xxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; (iv) to sign Borrower's name on any correspondence or instructions to any Insurance Company in order to cause such Insurance Company to pay Commissions directly to Lender; (v) to sign Borrower's name on any correspondence or its designee) and any successor thereof from time instructions necessary to time (sell or otherwise realize upon the Company or such designee Expirations or any such successor other Collateral, and (vi) to do all other acts and things necessary to carry out this Agreement. All acts of any of them acting in the Contributor’s capacity as said attorney-in-fact pursuant heretoare hereby authorized, the “Attorney-in-Fact”) as the true ratified and lawful approved, and said attorney-in-fact and agent will not be liable for any errors or mistake of Contributorfact or law. This power, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be being coupled with an interest and therefore shall be interest, is irrevocable and shall not be terminated by while any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed Obligations remain unpaid or Lender has any commitment to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by Borrower under this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyotherwise.

Attorney-in-Fact. Contributor Upon the occurrence and during the continuance of an Event of Default, the Company hereby irrevocably constitutes and appoints the Company (or its designee) Agent and any successor thereof from time to time (officer or agent thereof, with full power of substitution, as its true and lawful attorneys-in-fact with full irrevocable power and authority in the place and stead of the Company or such designee in the Company’s own name, for the purpose of carrying out the terms of this Note, to take any and all appropriate action and to execute any and all documents and instruments that may be necessary to accomplish the purposes of this Note and, without limiting the generality of the foregoing, hereby gives said attorney the power and right, on behalf of the Company without notice to or assent by the Company, to, upon the occurrence and during the continuance of an Event of Default, (a) endorse the Company’s name on any checks, notes, drafts or other forms of payment or security that may come into the possession of the Agent or any such successor of Purchaser or any of them acting their respective affiliates, to sign the Company’s name on invoices or bills-of-lading, drafts against customers, notices of assignment, verifications and schedules, (b) sell, transfer, pledge, make any arrangement with respect to or otherwise dispose of or deal with any of the Collateral consistent with the UCC and (c) do acts and things which Agent reasonably deems necessary to protect, preserve or realize upon the Collateral and the Purchasers’ security interest therein. The powers granted herein, being coupled with an interest, are irrevocable until the date this Note and the obligations evidenced hereby is repaid in full in accordance with its terms. The powers conferred on Holder hereunder are solely to protect its interests in the Contributor’s capacity as Collateral and shall not impose any duty upon it to exercise any such powers. Neither Agent nor any other attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by liable for any act or omission, error in judgment or mistake of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneylaw.

Attorney-in-Fact. Contributor Each Grantor hereby irrevocably nominates and appoints the Company (or Collateral Agent as its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, for the “Attorney-in-Fact”benefit of Secured Party for the following purposes: (a) as to do all acts and things which Collateral Agent may deem necessary or advisable to perfect and continue perfected the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated security interests created by this Agreement and, upon the occurrence and during the continuance of an Event of Default, to preserve, process, develop, maintain and protect the Collateral; (includingb) upon the occurrence and during the continuance of an Event of Default, without limitation, the execution of to do any Closing Documents or other documents) relating and every act which each Grantor is obligated to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of do under this Agreement, as well as at the organizational documents expense of each Grantor and without any obligation to do so; (c) to prepare, sign, file and/or record, for each Grantor, in the Company and the Operating Partnership, as they may be amended or revisedname of any Grantor, any registration rights agreements and any lock-up agreementsfinancing statement, application for registration, or like paper, and to provide information take any other action deemed by Collateral Agent necessary or desirable in order to perfect or maintain perfected the Securities security interests granted hereby; (d) upon the occurrence and Exchange Commission and others about during the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power continuance of Attorney”). The Contributor agrees, at the request an Event of the CompanyDefault, to execute a separate any and all papers and instruments and do all other things necessary or desirable to preserve and protect the Collateral and to protect Collateral Agent’s security interests therein; and (e) upon the occurrence and during the continuance of an Event of Default, to endorse and transfer the Pledged Collateral to any transferee or designee; provided, however, that Collateral Agent shall be under no obligation whatsoever to take any of the foregoing actions, and if Collateral Agent so acts, it shall have no liability or responsibility for any such action taken with respect thereto absent gross negligence, bad faith or actual malice. The foregoing power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be is coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyis irrevocable.

Attorney-in-Fact. Contributor Effective on the Closing Date, Seller hereby irrevocably constitutes and appoints Buyer the Company (true and lawful attorney of Seller and its Subsidiaries, with full power of substitution, in the name of Seller or its designeeSubsidiaries, as applicable, but on behalf of and for the benefit of Buyer, (i) to demand and any successor thereof receive from time to time any and all of the Acquired Assets and to make endorsements and give receipts and releases for and in respect of the same and any part thereof; (ii) to institute, prosecute, compromise and settle any and all actions, suits, proceedings, arbitration, or governmental or regulatory investigations or audits (“Actions or Proceedings”) that Buyer may deem proper in order to collect, assert or enforce any claim, right or title of any kind in or to the Company Acquired Assets; (iii) to defend or such designee compromise any or any such successor all Actions or Proceedings in respect of any of them acting the Acquired Assets; and (iv) to do all such acts and things in relation to the matters set forth in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”preceding clauses (i) through (iii) as Buyer shall deem desirable. Seller hereby acknowledges that the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company appointment hereby made and the Operating Partnership, as they may powers hereby granted are coupled with an interest and are not and shall not be amended revocable by it in any manner or revised, for any registration rights agreements and any lock-up agreements, and reason. Seller shall deliver to provide information to Buyer at the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting Closing an acknowledged power of attorney (the “Power of Attorney”). The Contributor agrees, at ) to the request of the Company, to execute a separate power of attorney and proxy on the same terms foregoing effect as set forth in this Section 5.3, with such execution to be witnessed Assignment and notarized. The Power of Attorney entered into by Assumption Agreement in the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or eventsform attached hereto as Exhibit A, and if any other such act or event shall occur before executed by Seller and its Subsidiaries, as the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact case may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyrequire.

Attorney-in-Fact. Contributor hereby irrevocably appoints Without limiting any rights or powers granted by this Agreement to Saskco while no Event of Default has occurred and is continuing, upon the Company (or its designee) occurrence and any successor thereof from time to time (during the Company or such designee or any such successor continuance of any Event of them acting in Default Saskco is hereby appointed the Contributor’s capacity attorney-in-fact with full powers of substitution of the Guarantor for the purpose of carrying out the provisions of this Section 7 and taking any action and executing any instruments that Saskco may deem necessary or advisable to accomplish the purposes hereof, which appointment as attorney-in-fact pursuant heretois irrevocable and coupled with an interest. Without limiting the generality of the foregoing, (a) so long as Saskco shall be entitled under this Section 7 to make collections in respect of the “AttorneyCollateral, Saskco shall have the right and power to receive, endorse and collect all checks made payable to the order of the Guarantor representing any dividend, payment or other distribution in respect of the Collateral or any part thereof and to give full discharge for the same and (b) the Agent, as assignee of Saskco, as described in Section 8.05(b) hereof, or such Person as the Agent shall designate, shall act as such attorney-in-Fact”) as the true and lawful fact. The attorney-in-fact and agent for the Guarantor shall have full power to endorse or transfer, or both, the Pledged Stock or any of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating them to the transactions contemplated by this Agreement (includingAgent, without limitationits nominees or transferees, and the execution Agent and its nominees or transferees are hereby empowered to exercise all rights and powers and to perform all acts of any Closing Documents or other documents) relating ownership with respect to the acquisition Pledged Stock to the same extent as the Guarantor might do, and any consequent outlay and expense shall be payable by the Company Guarantor on demand with interest at the per annum rate of interest from time to time in effect under the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Credit Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney herein granted is in addition to and proxy on the same terms as set forth not in this Section 5.3substitution of, with such execution to be witnessed and notarized. The Power any stock power of Attorney entered into attorney delivered by the Contributor and all authority granted hereby shall be coupled Guarantor with an interest and therefore shall be irrevocable and shall not be terminated by any act delivery of Contributor, by operation of law or by the occurrence of any other event or eventsPledged Stock, and if any other such act or event shall occur before the completion of the transactions contemplated powers and attorney may be relied upon by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement Saskco and the other documents and agreements contemplated hereby Agent severally or modify the provisions of this Agreement pursuant to such Power of Attorneyin combination.

Attorney-in-Fact. Contributor Borrower hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the ContributorLender as Borrower’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”)fact. The Contributor agrees, at the request of the Company, to execute a separate This power of attorney and proxy on shall be irrevocable so long as any Obligations remain outstanding under the same terms as set forth in this Section 5.3Loan Documents, with such execution shall be deemed to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore interest, shall be irrevocable survive the voluntary or involuntary dissolution of Borrower, and shall not be terminated affected by any act of Contributordisability or incapacity suffered by Borrower subsequent to the date hereof. Lender shall have the right and power, by operation of law without the obligation to do so, in Lender’s name or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power name of Attorney contained in this Section 5.3 shall expire on Borrower, to execute and deliver any and all documents and instruments and perform any and all acts that are required of Borrower hereunder or that otherwise serve the earlier purpose of providing to Lender the first anniversary full benefit of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents Loan Documents. Without limitation, but subject to the provisions of the Loan Documents, Lender is hereby granted full power and agreements contemplated hereby authority (i) to demand, collect and receive any Receipts and any Insurance Proceeds and Condemnation Proceeds, and to make any compromise or modify settlement in connection with any of the foregoing, subject to the provisions of this Agreement pursuant Agreement, (ii) to such Power appear in any lawsuit or other proceeding, and to file any pleading and take any action therein or with respect thereto, (iii) to endorse and deposit checks, drafts and other payments and instruments, to execute checks and drafts in the name of AttorneyBorrower, and otherwise to direct the investment and payment of all funds received by Lender or on deposit in any Account, (iv) to execute and file or record financing statements, continuation statements, applications for registration and like papers to create, perfect or preserve any of Lender’s security interests and rights, (v) to exercise any rights of Borrower pertaining to any Account or any funds therein, and (vi) to give notices to Tenants.

Attorney-in-Fact. Contributor In order to assist and to more fully evidence the authority granted pursuant to Section 2(a), subject to the limits and restrictions set forth in other provisions of this Agreement, each Service Recipient hereby irrevocably nominates, constitutes and appoints the Company (or Administrator as its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact with a limited power of attorney to act in such Service Recipient’s name with respect to the following matters: (i) to do any and all lawful acts with respect to the Policies or Reinsurance Arrangements that such Service Recipient could do under the Policies or Reinsurance Arrangements, (ii) to issue, in the name of such Service Recipient, New Insurance Policies pursuant heretoto Section 14, and (iii) to proceed by all lawful means (A) to perform any and all obligations of such Service Recipient under the “Attorney-in-Fact”Policies or the Reinsurance Arrangements, (B) to enforce any right, defend against any Liability and pay any amounts arising under the Policies or the Reinsurance Arrangements, (C) to xxx or defend (in the name of such Service Recipient, when necessary) any action arising under the Policies or the Reinsurance Arrangements, (D) to collect any and all sums due or payable to such Service Recipient under the Policies or the Reinsurance Arrangements, including through any automatic charge authorizations of Persons who own or hold Policies, and (E) to sign (in the name of such Service Recipient, when necessary) vouchers, receipts, releases and other papers in connection with any of the foregoing matters. All of the Services shall be performed by the Administrator in the name of and on behalf of each Service Recipient. Any and all correspondence with policyholders or other documents signed by the Administrator on behalf of the Service Recipients shall disclose that the Administrator is acting as the true and lawful administrative agent or, where appropriate, attorney-in-fact and agent of Contributorfact, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings InterestsService Recipients. Notwithstanding the foregoing, all if (I) any Service Recipient determines in accordance good faith with reasonable basis that the terms and conditions Administrator has used, is continuing to use, or has threatened to use the foregoing limited power of attorney for purposes not necessary for the provision of the Services under this Agreement, as well as (II) any Service Recipient determines in good faith with reasonable basis that the organizational documents grant of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate foregoing limited power of attorney and proxy violates, or may violate, applicable Law or (III) any Service Recipient or any of its Affiliates is requested or required by a Governmental Authority, or determines in good faith with reasonable basis that it may be requested or required by a Governmental Authority, to modify or revoke the foregoing limited power of attorney, then such Service Recipient may revoke its foregoing limited power of attorney or place additional conditions or limitations on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power foregoing power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyattorney.

Attorney-in-Fact. Contributor Borrowers hereby irrevocably appoints constitute and appoint Lender as their true and lawful attorney, in their place and stead and with full power of substitution, either in Lender’s own name or in the Company (name of Borrowers, upon the occurrence of any Event of Default to: ask for, demand, collect, receive, receipt and give acquittance for any and all monies due or its designee) to become due under and any successor thereof from time to time (the Company or such designee or any such successor by virtue of any of them acting the Collateral; execute, file and refile any or all of the documents recited in Section 6.7 hereof; and endorse checks, drafts, orders and other instruments for the Contributorpayment of monies payable to Borrowers on account thereof, and to settle, compromise, prosecute or defend any action, claim or proceeding with respect thereto and to sell, assign, pledge, transfer and make any agreement respecting or affecting, or otherwise deal with, the same until the Obligations are paid in full; provided, however, that nothing herein contained shall be construed as requiring or obligating Lender to make any demand, or to make any inquiry as to the nature or sufficiency of any payment received by it, or to present or file any claim or notice or take any action with respect to any of the Collateral or the monies due or to become due thereunder or the property covered thereby, and no action taken or omitted to be taken by Lender with respect to any of the Collateral shall give rise to any defense, counterclaim or setoff in favor of Borrowers or to any claim or action against Lender; and further provided that any cost or expense borne by Lender pursuant to this Section 4.3 shall be immediately paid to Lender by Borrowers. Lender shall provide Borrowers with prior written notice if it intends to act as either Borrower’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true hereto and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all shall promptly provide such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution Borrowers with copies of any Closing Documents documents or other documents) relating to the acquisition by the Company of the Contributorinstruments that Lender executes in such Borrower’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyname.

Attorney-in-Fact. Contributor Borrower hereby irrevocably appoints and constitutes Agent on behalf of Lenders as Borrower’s attorney-in-fact: (a) at any time, (i) to endorse Borrower’s name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Agent or Lenders’ possession and to deposit or otherwise collect the Company same; (ii) to send verifications of accounts to Customers; and (iii) to execute in Borrower’s name any financing statements, affidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, (i) to receive, open, and dispose of all mail addressed to Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to Borrower to such address as Agent may designate; (iii) to sign Borrower’s name on any invoice or its designeexxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; (iv) to sign any agreement or certificate in connection with any insurance policy of Borrower (including any documentation to receive benefit payments due thereunder or to cancel such insurance policy and any successor thereof from time receive a refund of the unearned premium with respect thereto); and (v) to time (the Company or such designee or any such successor do all other acts and things necessary to carry out this Agreement. All acts of any of them acting in the Contributor’s capacity as said attorney-in-fact pursuant heretoare hereby authorized, the “Attorney-in-Fact”) as the true ratified and lawful approved, and said attorney-in-fact and agent will not be liable for any errors or mistake of Contributorfact or law. This power, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be being coupled with an interest and therefore shall be interest, is irrevocable and shall not be terminated by while any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed Obligations remain unpaid or Lenders have any commitment to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by Borrower under this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyotherwise.

Attorney-in-Fact. Contributor Each Pledgor hereby irrevocably constitutes and appoints the Company (or Trustee its designee) and any successor thereof from time to time (the Company or such designee or any such successor of any of them acting in the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact with full power and agent of Contributor, to act authority in the name, place and stead of Contributor EXECUTION VERSION such Pledgor and in the name of such Pledgor, the Trustee or otherwise, from time to make, execute, acknowledge time after the occurrence of and deliver during the continuance of an Event of Default in the Trustee's discretion to take any action and to execute any instrument (all at the sole cost and expense of Premier) to enforce all rights of such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating Pledgor with respect to the transactions contemplated by this Agreement (Collateral, including, without limitation, the execution right to ask, require, demand, receive and give acquittance for any and all moneys and claims for money due and to become due under or arising out of the Collateral; to elect remedies thereunder, to endorse any Closing Documents checks or other documents) relating instruments or orders in connection therewith; to vote, demand, receive and enforce such Pledgor's rights with respect to the acquisition by Collateral; to give appropriate receipts, releases and satisfactions for and on behalf of and in the Company name of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agreessuch Pledgor or, at the request option of the CompanyTrustee, in the name of the Trustee, solely in connection with the Collateral, with the same force and effect as such Pledgor could do if this Agreement had not been made; and to execute a separate file any claims or take any action or institute any proceedings in connection therewith which the Trustee may reasonably deem to be necessary or advisable; provided, however, the Trustee shall not exercise such rights unless upon the occurrence and during the continuation of an Event of Default. This power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be is a power coupled with an interest and therefore shall be irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyirrevocable.

Attorney-in-Fact. Contributor Each Company hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or Trustee as such designee or any such successor of any of them acting in the Contributor’s capacity as Company's attorney-in-fact pursuant heretoeffective during the continuance of an Event of Default, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act with full authority in the name, place and stead of Contributor such Company and in the name of such Company, Trustee or Holders or otherwise, from time to make, execute, acknowledge time in Trustee's discretion to take any action (including completion and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution presentation of any Closing Documents proxy) and to execute any instrument that Trustee may deem necessary or other documents) relating advisable to accomplish the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions purposes of this Agreement, as well as including, without limitation (but subject to the organizational documents other provisions hereof), to (i) receive, endorse and collect all instruments made payable to such Company representing any distribution in respect of the Company Pledged Collateral or any part thereof to the extent it is also Pledged Collateral; (ii) exercise the voting and other consensual rights pertaining to the Operating PartnershipPledged Collateral; and (iii) sell, transfer, pledge, make any agreement with respect to or otherwise deal with any of the Pledged Collateral as they may be amended or revised, any registration rights agreements fully and any lock-up agreementscompletely as though Trustee was the absolute owner thereof for all purposes, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agreesdo, at Trustee's option and such Company's expense, at any time or from time to time, all acts and things that Trustee deems necessary to protect, preserve or realize upon the request Pledged Collateral. Each Company hereby ratifies and approves all acts of the Company, Trustee made or taken pursuant to execute a separate power of attorney and proxy on the same terms this Section 9. Except as specifically set forth in this Section 5.311 hereof, with such execution to be witnessed and notarized. The Power of Attorney entered into neither Trustee nor any Person designated by the Contributor and all authority granted hereby Trustee shall be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power of attorney, being coupled with an interest and therefore interest, shall be irrevocable and until all Secured Obligations shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest have been paid in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyfull.

Attorney-in-Fact. Contributor The Trustees hereby irrevocably appoints agree to act as the Company attorneys-in-fact for the holders of the Debentures to the extent necessary or desirable for the purposes of this Indenture and each holder by receiving and holding the Debentures accepts and confirms the appointment of the Trustees as the attorneys-in- fact of such holder to the extent necessary for the purposes hereof and in accordance with and subject to the provisions hereof. To the extent necessary and for greater certainty (or its designeebut without in any way detracting from custom and usage applicable with regards to the relationship between the Corporation, the Trustees and the holders of Debentures hereunder) and subject to any successor thereof from time applicable law of public order, the Trustees and the Corporation hereby agree with regards to time (the Company or such designee or any such successor of any of them Trustees so acting in as the Contributor’s capacity as attorney-in-fact pursuant hereto, the “Attorney-in-Fact”) as the true and lawful attorney-in-fact and agent of Contributor, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance holders of Debentures hereunder and each holder of Debentures by receiving and holding same agrees with the terms and conditions of this Agreement, as well as the organizational documents of the Company Corporation and the Operating PartnershipTrustees that, notwithstanding any other provision hereof and except as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as otherwise set forth in any request, demand, authorization, direction, notice, consent, waiver or other action given or taken by holders of Debentures pursuant to this Section 5.3Indenture, with such execution relating thereto, no holder of Debentures shall be liable to be witnessed and notarized. The Power of Attorney entered into third parties for acts performed by the Contributor and all authority granted hereby shall be coupled with an interest and therefore shall be irrevocable and shall not be terminated by Trustee (or any act of Contributor, by operation of law or other Person appointed by the occurrence Trustees to perform all or any of any other event their rights, powers, trusts or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of duties hereunder) during the exercise of their rights, powers and trusts and the powers granted performance of their duties under this Indenture or for injury caused to it such parties by Contributor hereunderthe fault of the Trustees (or any such Person), or for contracts entered into in favour of such parties, during such performance. Contributor acknowledges that For great certainty, none of the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney provisions contained in this Section 5.3 Indenture shall expire on require the earlier Trustees to expend or risk their own funds or otherwise incur financial liability in the performance of any of their duties or in the first anniversary exercise of the Closing any of their rights or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneypowers unless indemnified.

Attorney-in-Fact. Contributor The Grantor hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company or such designee Secured Parties or any such successor of any of them acting in other person whom the Contributor’s capacity Secured Parties may designate as the Grantor's attorney-in-fact pursuant heretofact, the “Attorney-in-Fact”) as the true with full power and lawful attorney-in-fact and agent of Contributor, to act authority in the name, place and stead of Contributor the Grantor and in the name of the Grantor or in its own name to: (i) 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 makeany Accounts, executedrafts against customers, acknowledge schedules and deliver all assignments of Accounts, notices of assignment, financing statements and other public records, verifications of account and notices to or from Customers; (iii) verify the validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (iv) execute customs declarations and such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters documents as may be required to clear Inventory through United States Customs; (v) do all things necessary to carry out this Agreement and all other writings relating Loan Documents; (vi) continue any insurance existing pursuant to the transactions contemplated by terms of this Agreement and pay all or any part of the premium therefor and the cost thereof; and (includingvii) on or after the occurrence and continuation of an Event of Default, without limitation, notify the execution post office authorities to change the address for delivery of any Closing Documents or other documents) relating the Grantor's mail to the acquisition an address designated by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreementsSecured Parties, and to provide information receive, open and dispose of all mail addressed to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”)Grantor. The Contributor agrees, at the request Grantor hereby ratifies and approves all acts of the Company, to execute a separate power of attorney and proxy attorney. The powers conferred on the same terms as set forth Secured Parties hereunder are solely to protect their interests in this Section 5.3the Collateral and shall not impose any duty upon them to exercise any such powers. Neither the Secured Parties nor the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law. This power, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be being coupled with an interest and therefore shall be interest, is irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions so long as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything account which is assigned to the contrary, Secured Parties or in which the Attorney-in-Fact may not expand Secured Parties have a security interest remains unpaid and until the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of AttorneyObligations have been fully satisfied.

Attorney-in-Fact. Contributor Borrower hereby irrevocably appoints and constitutes Agent on behalf of Lender as Borrower’s attorney-in-fact: (a) at any time, (i) to endorse Borrower’s name upon any notes, acceptances, checks, drafts, money orders, and other evidences of payment that come into Agent or Lenders’ possession and to deposit or otherwise collect the Company same; (ii) to send verifications of accounts to Customers; and (iii) to execute in Borrower’s name any financing statements, affidavits and notices with regard to any and all Lien rights; and (b) while any Default exists, (i) to receive, open, and dispose of all mail addressed to Borrower; (ii) to notify the postal authorities to change the address and delivery of mail addressed to Borrower to such address as Lender may designate; (iii) to sign Borrower’s name on any invoice or its designeexxxx of lading relating to the Collateral, on drafts against Customers, and notices to Customers; (iv) to sign any agreement or certificate in connection with any insurance policy of Borrower (including any documentation to receive benefit payments due thereunder or to cancel such insurance policy and any successor thereof from time receive a refund of the unearned premium with respect thereto); and (v) to time (the Company or such designee or any such successor do all other acts and things necessary to carry out this Agreement. All acts of any of them acting in the Contributor’s capacity as said attorney-in-fact pursuant heretoare hereby authorized, the “Attorney-in-Fact”) as the true ratified and lawful approved, and said attorney-in-fact and agent will not be liable for any errors or mistake of Contributorfact or law. This power, to act in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents of the Company and the Operating Partnership, as they may be amended or revised, any registration rights agreements and any lock-up agreements, and to provide information to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”). The Contributor agrees, at the request of the Company, to execute a separate power of attorney and proxy on the same terms as set forth in this Section 5.3, with such execution to be witnessed and notarized. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be being coupled with an interest and therefore shall be interest, is irrevocable and shall not be terminated by while any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed Obligations remain unpaid or Lenders have any commitment to complete all such transactions as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything to the contrary, the Attorney-in-Fact may not expand the Contributor’s covenants, representations or covenants beyond those contemplated by Borrower under this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of Attorneyotherwise.

Attorney-in-Fact. Contributor The Company hereby irrevocably appoints the Company (or its designee) and any successor thereof from time to time (the Company Lenders or such designee or any such successor of any of them acting in agent as they shall designate as the Contributor’s capacity as Company's attorney-in-fact pursuant heretofact, the “Attorney-in-Fact”) as the true with full power and lawful attorney-in-fact and agent of Contributor, to act authority in the name, place and stead of Contributor to make, execute, acknowledge and deliver all such other contracts, orders, receipts, notices, requests, instructions, certificates, consents, letters and other writings relating to the transactions contemplated by this Agreement (including, without limitation, the execution of any Closing Documents or other documents) relating to the acquisition by the Company of and in the Contributor’s Holdings Interests, all in accordance with the terms and conditions of this Agreement, as well as the organizational documents name of the Company or in its own name to: (i) on or after the occurrence and continuation of an Event of Default, endorse the Company's name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into the Lenders' possession; (ii) on or after the occurrence and continuation of an Event of Default, sign the Company's name on any invoice or xxxx of lading relating to any Receivables, drafts against Customers, schedules and assignments of Receivables, notices of assignment, financing statements and other public records, verifications of account and notices to or from Customers; (iii) on or after the occurrence and continuation of an Event of Default, verify the validity, amount or any other matter relating to any Receivable by mail, telephone, telegraph or otherwise with Customers; (iv) on or after the occurrence and continuation of an Event of Default, execute customs declarations and such other documents as may be required to clear Inventory through United States Customs; (v) do all things necessary to carry out this Agreement; (vi) continue any insurance existing pursuant to the terms of this Agreement and pay all or any part of the premium therefor and the Operating Partnershipcost thereof; and (vii) on or after the occurrence and continuation of an Event of Default, as they may be amended or revised, any registration rights agreements and any lock-up agreementsnotify the post office authorities to change the address for delivery of the Company's mail to an address designated by the Lenders, and to provide information receive, open and dispose of all mail addressed to the Securities and Exchange Commission and others about the transactions contemplated hereby, as fully as could the Contributor if personally present and acting (the “Power of Attorney”)Company. The Contributor agrees, at the request Company hereby ratifies and approves all acts of the Company, to execute a separate power of attorney and proxy attorney. The powers conferred on the same terms as set forth Lenders hereunder are solely to protect their interests in this Section 5.3the Collateral and shall not impose any duty upon them to exercise any such powers. Neither the Lenders nor the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law, with such execution to be witnessed and notarizedexcept for gross negligence or willful misconduct. The Power of Attorney entered into by the Contributor and all authority granted hereby shall be This power, being coupled with an interest and therefore shall be interest, is irrevocable and shall not be terminated by any act of Contributor, by operation of law or by the occurrence of any other event or events, and if any other such act or event shall occur before the completion of the transactions contemplated by this Agreement, the Attorney-in-Fact shall nevertheless be authorized and directed to complete all such transactions so long as if such other act or event had not occurred and regardless of notice thereof. Contributor hereby authorizes the reliance of third parties on each of the Power of Attorney. Contributor hereby ratifies and confirms all that the Attorney-in-Fact shall lawfully do or cause to be done by virtue of the exercise of the powers granted to it by Contributor hereunder. Contributor acknowledges that the Company has, and any designee or successor thereof acting as Attorney-in-Fact may have, an economic interest in the transactions contemplated by this Agreement. The Power of Attorney contained in this Section 5.3 shall expire on the earlier of the first anniversary of the Closing or the termination of this Agreement. Notwithstanding anything account which is assigned to the contrary, Lenders remains unpaid and until the Attorney-in-Fact may not expand obligations arising under the Contributor’s covenants, representations or covenants beyond those contemplated by this Agreement and the other documents and agreements contemplated hereby or modify the provisions of this Agreement pursuant to such Power of AttorneyNotes have been fully satisfied.