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20090704 e. grant/warranty/quit claim deeds ot• any other deed causing the transfer of title of the property to a party contracted to purchase same; d. escrow instructions; and any and all documents necessary to effect the transfer of property. ] U. The modif cation or amendment of escrow agreements established for repairs to the mortgaged property or reserves for replacement of personal property. The undersigned gives said Attorney-in-Fact full power and authority to execute such instruments and to do and perform all and every act and thing necessary and proper to carry into effect the power or powers granted by or under this limited Power of Attorney as fully as the undersigned might or Could do, and hereby does ratify and confirm to all that said Attorney-in- Fact shall be effective as of M~+y 20, 2D09. "Phis appointment is to be construed and interpreted as a limited power of attorney. The enumeration of specific items. rights, acts or powers herein is riot intended to, nor does it give rise to, and it is not to be construed as a genera] power of attorney. Nothing contained herein shall (i) limit in any manner any indemnification provided by the Servicer to the 't'rustee under the Agreement, or (ii) be construed to grant the Servicer the power to initiate or defend any suit, litigation or proceeding in the Warne of Deutsche Bank National "l~rust Company except as specifically provided for herein. If the Servicer receives any notice of suit, litigation or proceeding in the name of Deutsche Bank National Trust Company, or Bankers Trust Conxpany of California, N.A., then the Servicer shall pro+npily forward a copy of same to the Trustee. This limited power of attorney is not intended to extend the powers granted to the Servicer under the Agreement or to allow the Servicer to take any action with respect to Mortgages, Deeds of Trust or Mortgage Notes not autl~arized by the Agreement. "I'he Servicer hereby agrees to indemnify and hold the Trustee and its directors, officers, employees and agents harmless from and against any and all liabilities, obligations, losses, dan7ages, penalties, actions, judgments, suits, costs, expenses or disbursements of any kind or nature whatsoever incurred by reason or result of or in connection with the exercise by the Servicer of the powers granted to it hereunder- The foregoing indemnity shall survive the termination of'tliis Limited Power ol'Attorney and the Agreement or the earlier resignation or removal of the Trustee under the Agreet~nent. This Limited Power of Attorney is entered into and shall be governed by the laws of tl~e State of New York, without regard to conflicts of law principles of such state. "Third parties without actual notice may rely upon the exercise ol~the power granted under this 1_in~iicd 1'owcr of Attorney; and may be satisfied that this Limited Power of Attorney slYall continue in full force and effect and has not been revoked unless an instrument of revocation has been made in writing by tl~-e undersigned. 3