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200806505 interest in all Rents under such agreements and in all other Rents which for any reason may be paid to Mortgagor shall, when received by Mortgagor, constitute trust funds in Mortgagor's hands and shall be inunediately paid over to Administrative Agent. Without limitation upon any of the foregoing, Mortgagor hereby constitutes and appoints Administrative Agent as Mortgagor's special attorney-in-fact (with full power of substitution, either generally or for such periods or purposes as Administrative Agent may from time to time prescribe) in the name, place and stead of Mortgagor to do any and every act and exercise any and every power that Mortgagor might or could do or exercise personally with respect to all Rents (the same having been assigned by Mortgagor to Administrative Agent pursuant to Section 3.1 hereof). The foregoing appointment includes, without limitation, the right, power and authority to: (a) Execute and deliver in the name of Mortgagor any and all instruments of every nature that may be requested or required by any party fot the purposes of effectuating payment of the Rents to Administrative Agent or which Administrative Agent may otherwise deem necessary or appropriate to effect the intent and purposes of the assignment contained in Section 3.1; and (b) If under any agreements any Rents are required to be paid by the payor to Mortgagor so that under such existing agreements payment cannot be made of such Rents to Administrative Agent, to make, execute and enter into such agreements as are necessary to direct Rents to be payable to Administrative Agent. Administrative Agent, as attorney-in-fact, is further hereby given and granted full power and authority to do and perform any and every act and thing whatsoever necessary and requisite to be done as fully and to all intents and purposes, as Mortgagor might or could do if personally present; and Mortgagor shall be bound thereby as fully and effectively as if Mortgagor had personally executed, acknowledged and delivered any of the foregoing certificates or documents. The powers and authorities herein conferred upon Administrative Agent may be exercised by Administrative Agent through any person who, at the time of the execution of the particular instrument, is an officer of Administrative Agent. The power of attorney herein conferred is granted for valuable consideration and hence is coupled with an interest and is irrevocable so long as the secured indebtedness, or any part thereof, shall remain unpaid. All persons dealing with Administrative Agent or any substitute shall be fully protected in treating the powers and authorities conferred by this paragraph as continuing in full force and effect until advised by Administrative Agent that all the secured indebtedness is fully and finally paid. Administrative Agent may, but shall not be obligated to, take such action as it deems appropriate in an effort to collect the Rents, and any reasonable expenses (including reasonable attorney's fees) so incurred by Administrative Agent shall be a demand obligation of Mortgagor and shall be part of the secured indebtedness, and shall bear interest each day, from the date of such expenditure or payment until paid, at the Default Rate. Section 3.3. Release From Liabilitv: Indemnification. Administrative Agent and its successors and assigns are hereby released and absolved from all liability for failure to enforce collection of the Rents and from all other responsibility in connection therewith, except the responsibility of each to account to Mortgagor for funds actually received by each. Mortgagor agrees to indemnify and hold harmless Administrative Agent (for purposes of this paragraph, the term "Administrative Agent" shall include the directors, officers, partners, employees and agents of Administrative Agent and any persons or entities owned or controlled by or affiliated with Administrative Agent) from and against all claims, demands, liabilities, losses, damages (including without limitation consequential damages), causes of action, judgments, penalties, costs and expenses (including without limitation reasonable attorneys' fees and expenses) imposed upon, asserted against or incurred or paid by Administrative Agent by reason of the assertion that Administrative Agent received, either before or after payment in full of the secured indebtedness, funds claimed by third 505901000016 DALLAS 2307301.3 16 (MULTI STATE MORTGAGE]