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201402202 <br />penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature <br />whatsoever incurred by reason or result of or in connection with the exercise by the Servicer, or its <br />attorneys -in -fact, of the powers granted to it hereunder. The foregoing indemnity shall survive the <br />termination of this Limited Power of Attorney and the Agreements or the earlier resignation or <br />removal of the Indenture Trustee under the Agreements. <br />This Limited Power of Attorney is entered into and shall be governed by the laws of the State of New <br />York, without regard to conflicts of law principles of such state. <br />Third parties without actual notice may rely upon the exercise of the power granted under this <br />Limited Power of Attorney; and may be satisfied that this Limited Power of Attorney shall continue <br />in full force and effect and has not been revoked unless an instrument of revocation has been made in <br />writing by the undersigned. <br />4 <br />Book26565 /Page97 Page 4 of 9 <br />