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200806505 of the Federal and Tribal Interests on officially approved forms in sufficient counterparts to satisfy applicable statutory and regulatory requirements, to seek and request approval thereof and to take all other action necessary or advisable in connection therewith. Mortgagor hereby irrevocably appoints Administrative Agent as Mortgagors attorney-in-fact and proxy, with full power and authority in the place and stead of Mortgagor, in the name of Mortgagor or otherwise to take any such action and execute any such instrument on behalf of Mortgagor that Administrative Agent may deem necessary or advisable to so transfer the Federal and Tribal Interests, including without limitation, the power and authority to execute, acknowledge and deliver such assignments, to seek and request approval thereof, and to take all other action deemed necessary or advisable by Administrative Agent in connection therewith; and Mortgagor hereby adopts, ratifies and confirms all such actions and instruments. Such power of attorney and proxy is coupled with an interest, shall survive the dissolution, termination, reorganization or other incapacity of Mortgagor and shall be irrevocable. No such action by Administrative Agent shall constitute acknowledgment of, or assumption of liabilities relating to, the Federal and Tribal Interests, and neither Mortgagor nor any other party may claim that Administrative Agent is bound, directly or indirectly, by any such action. Section 4.16. Limitation on Rie:hts and Waivers. All rights, powers and remedies herein conferred shall be exercisable by Trustee and Administrative Agent only to the extent not prohibited by applicable law; and all wavers and relinquishments of rights and similar matters shall only be effective to the extent such waivers or relinquishments are not prohibited by applicable law. Section 4.17. Waiver of Appraisement. Appraisement of the Property is hereby waived or not waived at Administrative Agent's option, which shall be exercised at the time judgment is rendered in any foreclosure hereof or at any time prior hereto. Section 4.18. Application of Proceeds with respect to Deed of Trust Properties located in VirlZinia. The proceeds of any sale of, and the Rents and other amounts generated by the holding, leasing, operation or other use of the Deed of Trust Mortgaged Properties located in Virginia, or any part thereof shall be applied by Trustee or Administrative Agent (or the receiver, if one is appointed) to the extent that funds are so available therefrom in the following order of priority (unless Administrative Agent designates a different order of priority, which order shall then apply) or as may be otherwise required by law or as Administrative Agent may otherwise designate: (a) to discharge all taxes, levies, and assessment, with costs and interest ifthey have priority over the lien of this Mortgage, including the due pro rata thereof for the current year; (b) to discharge in the order of their priority, if any, the remaining debts and obligations secured by this Mortgage and any liens of record inferior to this Mortgage under which sale is made, with interest and other charges accrued thereon; and (c) the residue of the proceeds shall be paid to the Grantor or his assigns; provided, however, that the Trustee as to such residue shall not be bound by any inheritance, devise, conveyance, assignment or lien of or upon the Grantor's equity, without actual notice thereof prior to distribution. Section 4.19. Purchase by Administrative Ae:ent with respect to Deed of Trust Properties located in Vire:inia. Upon any foreclosure sale or sales of all or any portion of the Deed of Trust Mortgaged Property located in Virginia under the power herein granted, Administrative Agent may bid for and purchase the Property and shall be entitled to apply all or any part of the Indebtedness as a credit to the purchase price. 505901000016 DALLAS 2307301.3 27 [MULTI STATE MORTGAGE]