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201502154 <br />3. further authorize and empower each such Attorney, for and in the name and stead <br />of Assignee, to: <br />a. file and record this Special and Limited Power of Attorney with the <br />appropriate public officials; <br />b. appoint and name such substitute attorneys with all authority and powers <br />hereunder, provided that such substitute attorneys are duly elected and <br />qualified officers of TriMont; and <br />c. otherwise carry out any of the other powers expressly or by implication <br />granted in this Power of Attorney. <br />Assignee covenants and grants to the Attorneys full authority and power to execute any <br />documents and instruments and to do and perform any act that is necessary or appropriate to <br />effect the intent and purposes of the foregoing authority and powers hereunder. Assignee further <br />ratifies and confirms each act that the Attorneys shall lawfully do or cause to be done in <br />accordance with the authority and powers granted hereunder. The Attorneys acknowledge and <br />agree that all actions taken under this power of attorney shall (i) be taken for the benefit of the <br />Assignee and (ii) be based on the Attorneys' business judgment with respect to loans and <br />properties akin to the Loans and the Properties. Solely as between the Assignee and the <br />Attorneys, the terms of the Servicing Agreement shall control in the event of a conflict between <br />the terms hereof and of the Servicing Agreement. Assignee further covenants, agrees, and <br />confirms that the execution and delivery of this Power of Attorney by Assignee has been duly <br />authorized and approved by the Assignee in accordance with its organizational documents and <br />the individuals executing this Power of Attorney on behalf of the Assignee have the full power <br />and authority to do so. <br />(SIGNATURES ON FOLLOWING PAGE) <br />4 <br />