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<br />020005190 02/08/2002 B 4595. P 1
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<br />LIMITED POWER OF ATTORNEY
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<br />Know all Men by these Presents,
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<br />200608267
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<br />That UNITED COMPANIES LENDING CORPORATION, solely as Seller under the
<br />Asset Purchase Agreement dated as of May 26, 2000, as amended (the "Agreement"), by and
<br />among UNITED COMPANIES FINANCIAL CORPORATION, UNITED COMPANIES
<br />LENDING CORPORATION, UCFC ACCEPTANCE CORPORATION, UCFC FUNDING
<br />CORPORATION, PELICAN MORTGAGE COMPANY INC., ADOBE INC., ADOBE
<br />FINANCIAL INC., I, GOPHER EQUITY INC. I, GOPHER FUNDING, INC., as Sellers, EMC
<br />MORTGAGE CORPORATION, as Purchaser, EMC MORTGAGE ACQUISITION CORP. and
<br />THE BEAR STEARNS COMPANIES INC., as Guarantor, does hereby constitute and appoint,
<br />EMC MORTGAGE CORPORATION, its true and lawful attorney in fact, to act in its name,
<br />place and stead as Seller and not individually, giving and granting unto the Purchaser, as attorney
<br />in fact, full power and authority, to the extent of the Seller's own such power, to do and perform
<br />all or any of the following acts in connection with servicing, administration and management of
<br />the Mortgage Loans and REO Properties pursuant to the Agreement (solely as Seller, not
<br />individually), induding, but not limited to:
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<br />(1) To execute and deliver customary consents or waivers and other instruments and documents,
<br />(2) To consent to transfers of any Mortgaged Property and assumptions of the Mortgage Notes and
<br />related Mortgages,
<br />(3) To collect any insurance proceeds and other liquidation proceeds with respect to the Mortgage
<br />Property,
<br />(4) To effectuate foreclosure or other conversion of the ownership of the Mortgaged Property
<br />securing any Mortgage Loan,
<br />(5) To sign any necessary assignments of Mortgage to fully give the lienholder rights oyer from
<br />Seller to the Purchaser,
<br />(6) To execute and deliver any and all instruments of satisfaction or cancellation or of partial or full "
<br />release or discharge and all other comparable instruments, with respect to the Mortgage Loans,
<br />and with respect to the Mortgaged Properties, and
<br />(7) To execute all documents or deeds cuslOmarily and reasonably necessary and appropriate for the
<br />transfer of the REO Properties and the transfer post-foreclosure of the previously Mortgaged
<br />Properties to third parties, and to collect the Proceeds derived therefrom,
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<br />as fully to all intents and purposes as the Seller might or could do if personally present, hereby
<br />ratifying and confirming all that the Purchaser" as said attorney in fact shall lawfully do or cause
<br />to be done by virtue hereof.
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<br />Capitalized terms used herein shall have the meaning given to them in the Agreement.
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<br />This limited power of attorney is 'effective as of the date hereof and shall continue in full
<br />force and effect until the transfer or sale by EMC Mortgage Corporation of its obligations under
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<br />LOJK03 tv\ e YCev) f) J
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<br />VOL.3 9 6 5 PG I 7 2
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