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(ii) Borrower hereby constitutes and appoints Lender its true and lawful <br />attorney-in-fact with full power of substitution either in the name of <br />Lender or in the name of Borrower or in the name of both, for the <br />following purposes: (A) to prosecute and defend all actions or <br />proceedings in connection with the Loan Property or the Equipment <br />and do any and every act which Borrower might do in its own <br />behalf; (13) to perform each of the terms, covenants and conditions to <br />be kept and performed by Borrower under any contracts and/or <br />leases obtained or held by Borrower in connection with the operation <br />of the Loan Property and any other contracts; (C) without limiting <br />the foregoing, to perform each of the terms, covenants and <br />conditions to be kept or performed by Borrower under this <br />Agreement, the Security Agreement and any other instrument <br />required under this Agreement; and (D) to do all things that Lender <br />reasonably deems necessary or advisable for the purpose of carrying <br />out the powers enumerated in (A), (B), (C) and (D) of this <br />Subparagraph (ii); <br />(iii) The powers herein granted Lender shall be deemed to be powers <br />coupled with an interest and the same are irrevocable; <br />(c) cancel this Agreement; <br />(d) bring appropriate action to enforce such performance and the correction of <br />such Event of Default; <br />(c) declare the entire unpaid principal of the Note and all accrued interest <br />thereon immediately due and payable without notice; <br />(f) exercise any remedies under the Entity Guaranty, the Personal Guaranty, <br />or the Security Agreement, foreclose any other security instrument referred to in this <br />Agreement and/or exercise any other rights or remedies it may have under the Entity <br />Guaranty, the Personal Guaranty, the Security Agreement and any other security <br />instruments. <br />16. Default under Note and Security Agreement. The failure by Borrower to keep or <br />perforrn any of the terms, covenants and conditions to be kept or performed by it under this <br />Agreement shall constitute a default under the Note, the Security Agreement and any other <br />security instrument held by Lender in connection with the Loan. <br />17. Notices. Any notices given hereunder shall be in writing and shall be deemed to <br />have been given when delivered personally or three (3) days after deposited in the United States <br />mail, registered, postage prepaid, addressed as follows: <br />If to Borrower: <br />8 <br />473881v2 EL185-39 <br />