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NAI- 1502659666v3
<br />-13-
<br />201703609
<br />Grantor hereby irrevocably appoints Grantee as Grantor's attorney -in -fact
<br />(such agency being coupled with an interest), and as such attorney -in -fact Grantee may,
<br />without the obligation to do so, in Grantee's name, or in the name of Grantor, prepare,
<br />execute and file or record financing statements, continuation statements, applications for
<br />registration and like papers necessary to create, perfect or preserve any of Grantee's
<br />security interests and rights in or to any of the Personal Property, and, upon an Event of
<br />Default hereunder, take any other action required of Grantor; provided, however, that
<br />Grantee as such attorney -in -fact shall be accountable only for such funds as are actually
<br />received by Grantee.
<br />4.03 Litigation Expenses. In any proceeding to foreclose the lien of this Security
<br />Instrument or enforce any other remedy of Grantee and/or any Lender under the Credit Agreement,
<br />this Security Instrument or any other Loan Document, or in any other proceeding in connection
<br />with any of the Loan Documents or any of the Property in which Grantee and /or any Lender is
<br />named as a party, there shall be allowed and included, as additional indebtedness in the judgment
<br />or decree resulting therefrom, all related expenses reasonably paid or incurred by or on behalf of
<br />Grantee and/or any Lender. Such expenses shall include: reasonable attorney's fees, appraiser's
<br />fees, outlays for documentary and expert evidence, stenographer's charges, publication costs,
<br />survey costs, and costs of procuring all abstracts of title, title searches and examinations, title
<br />insurance policies, Torrens certificates (if applicable), and any similar data and assurances with
<br />respect to title to the Property as Grantee and/or any Lender may deem reasonably necessary either
<br />to prosecute or defend in such proceeding or to evidence to bidders at any sale pursuant to such
<br />decree the true condition of the title to or value of the Premises or the other Property. All foregoing
<br />expenses, and such expenses as may be incurred in the protection of any of the Property and the
<br />maintenance of the lien of this Security Instrument, including the reasonable fees of any attorney
<br />employed by Grantee and/or any Lender in any litigation affecting the Credit Agreement, this
<br />Security Instrument, any other Loan Document or the Property, or in preparation for the
<br />commencement or defense of any proceeding or threatened suit or proceeding (which may be
<br />estimated as to items to be expended after entry of such judgment or decree), shall be due and
<br />payable by Grantor within ten (10) business days of the demand therefor with interest thereon at
<br />the Default Rate, which interest shall accrue if payment is not made within ten (10) business days
<br />following receipt of such demand.
<br />4.04 Grantee's Performance of Grantor's Obligations. Following the occurrence of an
<br />Event of Default, Grantee, either before or after acceleration of the Secured Indebtedness or the
<br />foreclosure of the lien hereof and/or during the period of redemption, if any, may, but shall not be
<br />required to do any one or more of the following: (i) make any payment or perform any act herein,
<br />or in the Credit Agreement, any of the other Loan Documents or any document or instrument
<br />related thereto which is required of Grantor (whether or not Grantor is personally liable therefor) in
<br />any form and manner deemed expedient to Grantee; (ii) make full or partial payments of principal
<br />or interest on any permitted prior deed of trust or mortgage, this Security Instrument or any other
<br />encumbrances, (iii) purchase, discharge, compromise or settle any tax lien or other prior lien or
<br />title or claim thereof, (iv) redeem from any tax sale or forfeiture affecting the Premises, (v) contest
<br />any Impositions, or (vi) complete construction, furnishing and equipping of the Improvements
<br />upon the Premises and rent, operate and manage the Premises and such Improvements and pay
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