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CE'N � 109252468, OR BK 46992 PG 1955, Page 3 of 6 201207�b� Tha undersigned gives said Attomey-in-Fact full powet end authority to oxecute such insWmaMs and to do and perForm ell artd avery act and thing aecessary and propar W ceny into affect the powar or powers grented by or under this Limitad Powar of Attomay ea fully as the undersigned might or could do, and heieeby does ratify and confirm to all that said Attornay-in-Fact shall be affective as of Decembor 28, 2009. This appointment is to be construed and interpreted as a limited power of attornay. Tha enumoration of specific items, righis, acts or powars hareia is not intcnded to, nor doos it give rise to, ead 'R is not W be construed as a general powa� of attorney. Nothing contained herein ahall (i) limit in eny manner any indamnification provided by tha Subservicer to the Indenture Trnstee under a�ry of the Agreements, or (ii) be constrned to grant the Subservicer the power to iaitiate or defend any suit, litigation or proceeding in the name of Deutscha Benk Trust Company Amarices except as specificaily provlded for hereia. If the Subservicor recaives aay notice of suit, litigation or procebding in t6a name of Deutsche Bank Trust Company Americas or Baokors Trust Company, thon the 3ubsarvicar shall promptly fonvard a copy of same to the Indenture Trustea. This limited power of attorney is not iatended W extand the powers graated to t6a Subseivicer under the Agreements or to allow the Subservicer w take any action with respect to Seaurity Inswmert or Mortgage Notos nat autl�orized by the Agneaments. The Subsarvicer hereby agrees to indamnify and hold the Indenbtre Trustee and its directars, officers, employees and agants harmless from end against any and all liabilities, obligations, losses, darnagas, penalties, actions, judgments, suits, casts, expeases or disbursements of any kind or neUue whatscevar incurred by reason or resuh of or in connection with the exercise by the Subservicar of the powers grented to h hereundar. Tha foragoing indemnity shall aurvive the teimination of this Limited Power of Attomey and the Ageements or the earlier resigaation or removal of the Indenmre Trustea under a�ry of the Agreements. This Limited Power of Attorney is antered into and shall be govemed by the laws of tha Stete of Naw York, whhout regard to conflicts of law principlas of such stete. Third parties without aclual notice may rely upon the exercisa of the power granted under this Limited Power of Attorney; and may be satisfied that this Limited Power of Attomey shell continue in full farca and effect and hes not been revoked unless an instrumant of revocadon has beea made in writing by tha undersigned.