Common use of FORM OF POWER OF ATTORNEY Clause in Contracts

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB LLC, a Delaware limited liability company (“Seller”), does hereby appoint Citibank, N.A. (“Purchaser”), its attorney-in-fact to act in Seller’s name, place and stead, in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and (iii) the preparation and filing, in form and substance satisfactory to Purchaser, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s security interest in the Purchased Assets and (b) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser pursuant to the Master Repurchase Agreement, dated as of June 28, 2017 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and between Seller and Purchaser, and to take such other steps as may be necessary or desirable to enforce Purchaser’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASER. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB LLC, a Delaware limited liability company Aames Capital Corporation (“"Seller”"), does hereby appoint CitibankLehman Brothers Bank, N.A. FSB (“Purchaser”"Buyer"), its attorney-in-fact to act in Seller’s xx Xxxler's name, place and stead, stead in any way that which Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation Mortgage Notes and the Mortgage Notes, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related theretoMortgages, (ii) the recordation of the Assignments assignments of Mortgages and (iii) the preparation and filing, in form and substance satisfactory to Purchaser, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s security interest in the Purchased Assets and (b) upon the occurrence of an Event of Default, the enforcement of the Seller’s 's rights under the Purchased Assets Mortgage Loans purchased by Purchaser Buyer pursuant to the a Second Amended and Restated Master Repurchase Agreement, Agreement Governing Purchases and Sales of Mortgage Loans dated as of June 28December __, 2017 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and 2000 between Seller and Purchaser, Buyer and to take such other steps as may be necessary or desirable to enforce Purchaser’s Buyer's rights against such Purchased AssetsMortgage Loans, the related Purchased Asset Mortgage Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S 'S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASER. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)INSTRUMENT.

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB CT LEGACY JPM SPV, LLC, a Delaware limited liability company (“Seller”), does hereby appoint Citibank, N.A. JPMORGAN CHASE FUNDING INC. (“PurchaserBuyer”), its attorney-in-fact to act in Seller’s name, place and stead, stead in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Notes and Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and Mortgages, (iii) the preparation and filing, in form and substance satisfactory to PurchaserBuyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s Buyer's security interest in the Purchased Assets and (biv) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser Buyer pursuant to the Amended and Restated Master Repurchase Agreement, dated as of June 28March 31, 2017 2011 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by between Buyer and between Seller and PurchaserSeller, and to take such other steps as may be necessary or desirable to enforce PurchaserBuyer’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD YORK PURSUANT TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)LAW.

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB CMTG GS FINANCE LLC, a Delaware limited liability company (“Seller”), does hereby appoint CitibankGXXXXXX SXXXX BANK USA, N.A. a New York state-chartered bank, as administrative agent on behalf of Buyers (in such capacity, together with its permitted successors and assigns “PurchaserAdministrative Agent”), its attorney-in-attorney in fact to act in Seller’s name, place and stead, stead in any way that Seller could do do, if an Event of Default has occurred and is continuing, with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the any endorsements of documents or instruments relating to the Purchased Assets, including without limitation the Mortgage Noteslimitation, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related theretothereto and any written notices to underlying obligors to effectuate a legal transfer of the Purchased Assets, (ii) the recordation of the Assignments of Mortgages and any instruments relating to such Purchased Assets, (iii) the preparation and filing, in form and substance satisfactory to PurchaserAdministrative Agent, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser Administrative Agent may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s Administrative Agent’s, on behalf of Buyers, security interest in the Purchased Assets Assets, and (biv) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser Administrative Agent, on behalf of Buyers, pursuant to the Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of June 28March 7, 2017 2022 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase and Securities Contract Agreement”), by among Administrative Agent, GXXXXXX SXXXX BANK USA, a New York state-chartered bank (in such capacity, and between Seller together with such other financial institutions from time to time party thereto and Purchasertheir respective successors and assigns, collectively “Buyers” and individually, each a “Buyer”) and Seller, and to take such other steps as may be necessary or desirable to enforce Purchaser’s the rights of Administrative Agent, on behalf of Buyers, against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD YORK PURSUANT TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)LAW.

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB CLNC Credit 6, LLC, a Delaware limited liability company (“Seller”), does hereby appoint Citibank, N.A. Xxxxxxx Xxxxx Bank USA (“Purchaser”), its attorney-in-fact to act in Seller’s name, place and stead, stead in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) upon written notice to Seller, the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, as Purchaser may from time to time reasonably consider necessary to create, perfect or preserve Purchaser’s security interest in the Purchased Assets, (ii) upon written notice to Seller, the recordation of the Assignments of Mortgages and Mortgages, as Purchaser may from time to time reasonably consider necessary to create, perfect or preserve Purchaser’s security interest in the Purchased Assets, (iii) upon written notice to Seller, the preparation and filing, in form and substance satisfactory to Purchaser, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s security interest in the Purchased Assets and (biv) upon during the occurrence continuance of an Event of Default, Default under and as defined in the Repurchase Agreement (as defined below) the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser pursuant to the Master Repurchase Agreement, dated as of June 2819, 2017 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by between Purchaser and between Seller and PurchaserSeller, and to take such other steps as may be necessary or desirable to enforce Purchaser’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB CT LEGACY CITI SPV, LLC, a Delaware limited liability company (“Seller”), does hereby appoint CitibankCITIGROUP FINANCIAL PRODUCTS INC. and CITIGROUP GLOBAL MARKETS INC. (collectively, N.A. (“PurchaserBuyer”), its attorney-in-fact to act in Seller’s name, place and stead, stead in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Notes and Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and Mortgages, (iii) the preparation and filing, in form and substance satisfactory to PurchaserBuyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s Buyer's security interest in the Purchased Assets and (biv) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser Buyer pursuant to the Amended and Restated Master Repurchase Agreement, dated as of June 28March 31, 2017 2011 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by between Buyer and between Seller and PurchaserSeller, and to take such other steps as may be necessary or desirable to enforce PurchaserBuyer’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD YORK PURSUANT TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)LAW.

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB [BSPRT BB Float, LLC][BSPRT BB Fixed, LLC], a Delaware limited liability company (“Seller”), does hereby appoint Citibank, N.A. Barclays Bank PLC (“Purchaser”), its attorney-in-fact to act in Seller’s name, place and stead, stead in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Promissory Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and Mortgages, (iii) the preparation and filing, in form and substance satisfactory to Purchaser, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s security interest in the Purchased Assets and (biv) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser pursuant to the Master Repurchase Agreement, dated as of June 28March 15, 2017 2019 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and between Seller among Purchaser, [BSPRT BB Float, LLC][Seller] and Purchaser[BSPRT BB Fixed, LLC][Seller], and to take such other steps as may be necessary or desirable to enforce Purchaser’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT POWER OF ATTORNEY SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION SECTIONS 5-1401 AND 5-1402 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB each of CT LEGACY MS SPV, LLC, CT XLC HOLDING, LLC, BELLEVUE C2 HOLDINGS, LLC and CNL HOTEL JV, LLC, each a Delaware limited liability company (collectively, “Seller”), does hereby appoint Citibank, N.A. MXXXXX SXXXXXX ASSET FUNDING INC. (“PurchaserBuyer”), its attorney-in-fact to act in Seller’s name, place and stead, stead in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Notes and Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and Mortgages, (iii) the preparation and filing, in form and substance satisfactory to PurchaserBuyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve PurchaserBuyer’s security interest in the Purchased Assets and (biv) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser Buyer pursuant to the Amended and Restated Master Repurchase Agreement, dated as of June 28March 31, 2017 2011 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by between Buyer and between Seller and PurchaserSeller, and to take such other steps as may be necessary or desirable to enforce PurchaserBuyer’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD YORK PURSUANT TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)LAW.

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB LLCTPG RE FINANCE 2, a Delaware LTD., an exempted company incorporated with limited liability company under the laws of the Cayman Islands with registered number ###### (“Seller”), does hereby appoint CitibankXXXXXXX SACHS BANK USA, N.A. a New York state-chartered bank (“PurchaserBuyer”), its attorney-in-attorney in fact to act in Seller’s name, place and stead, stead in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the any endorsements of documents or instruments relating to the Purchased Assets, including without limitation the Mortgage Noteslimitation, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related theretothereto and any written notices to underlying obligors to effectuate a legal transfer of the Purchased Assets, (ii) the recordation of the Assignments of Mortgages and any instruments relating to such Purchased Assets, (iii) the preparation and filing, in form and substance satisfactory to PurchaserBuyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve PurchaserBuyer’s security interest in the Purchased Assets Assets, and (biv) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser Buyer pursuant to the Master Repurchase and Securities Contract Agreement, dated as of June 28August 19, 2017 2015 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase and Securities Contract Agreement”), by between Buyer and between Seller and PurchaserSeller, and to take such other steps as may be necessary or desirable to enforce PurchaserBuyer’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but ; provided that Buyer shall not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreementexercise any of its rights under this Power of Attorney unless and until an Event of Default has occurred and is continuing. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD YORK PURSUANT TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)LAW.

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB CT LEGACY JPM SPV, LLC, a Delaware limited liability company (“Seller”), does hereby appoint CitibankJPMORGAN CHASE BANK, N.A. (“PurchaserBuyer”), its attorney-in-fact to act in Seller’s name, place and stead, stead in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Notes and Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and Mortgages, (iii) the preparation and filing, in form and substance satisfactory to PurchaserBuyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s Buyer's security interest in the Purchased Assets and (biv) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser Buyer pursuant to the Amended and Restated Master Repurchase Agreement, dated as of June 28March 31, 2017 2011 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by between Buyer and between Seller and PurchaserSeller, and to take such other steps as may be necessary or desirable to enforce PurchaserBuyer’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD YORK PURSUANT TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)LAW.

FORM OF POWER OF ATTORNEY. “Know All Men by These Presents, that GP COMMERCIAL CB LLCCapital Trust, Inc., a Maryland corporation, and CT BSI Funding Corp., a Delaware limited liability company corporation (each a “Seller”” with joint and several liability for the obligations of the other Seller), does each hereby appoint CitibankBear, N.A. Xxxxxxx Funding, Inc. (“PurchaserBuyer”), its attorney-in-fact to act in Seller’s name, place and stead, stead in any way that which Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation Mortgage Notes and the Mortgage Notes, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related theretothe Mezzanine Notes, (ii) the recordation of the Assignments of Mortgages and (iii) the preparation and filing, in form and substance satisfactory to Purchaser, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s security interest in the Purchased Assets and (b) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets Loans purchased by Purchaser Buyer pursuant to the Amended and Restated Master Repurchase Agreement, dated as of June 28February 15, 2017 2006 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Amended and Restated Master Repurchase Agreement”), by and between Seller and Purchaser, Buyer and to take such other steps as may be necessary or desirable to enforce PurchaserBuyer’s rights against such Purchased AssetsLoans, the related Purchased Asset Loan Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Amended and Restated Master Repurchase Agreement.

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB CMTG GS FINANCE LLC, a Delaware limited liability company (“Seller”), does hereby appoint CitibankXXXXXXX XXXXX BANK USA, N.A. a New York state-chartered bank, as administrative agent on behalf of Buyers (in such capacity, together with its permitted successors and assigns “PurchaserAdministrative Agent”), its attorney-in-attorney in fact to act in Seller’s name, place and stead, stead in any way that Seller could do do, if an Event of Default has occurred and is continuing, with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the any endorsements of documents or instruments relating to the Purchased Assets, including without limitation the Mortgage Noteslimitation, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related theretothereto and any written notices to underlying obligors to effectuate a legal transfer of the Purchased Assets, (ii) the recordation of the Assignments of Mortgages and any instruments relating to such Purchased Assets, (iii) the preparation and filing, in form and substance satisfactory to PurchaserAdministrative Agent, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser Administrative Agent may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s Administrative Agent’s, on behalf of Buyers, security interest in the Purchased Assets Assets, and (biv) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser Administrative Agent, on behalf of Buyers, pursuant to the Amended and Restated Master Repurchase and Securities Contract Agreement, dated as of June 28March 7, 2017 2022 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Master Repurchase and Securities Contract Agreement”), by among Administrative Agent, XXXXXXX XXXXX BANK USA, a New York state-chartered bank (in such capacity, and between Seller together with such other financial institutions from time to time party thereto and Purchasertheir respective successors and assigns, collectively “Buyers” and individually, each a “Buyer”) and Seller, and to take such other steps as may be necessary or desirable to enforce Purchaser’s the rights of Administrative Agent, on behalf of Xxxxxx, against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY XXXXXX AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY XXXXXX AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD YORK PURSUANT TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)LAW.

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL TRMT CB Lender LLC, a Delaware limited liability company (“Seller”), does hereby appoint Citibank, N.A. (“PurchaserBuyer”), its attorney-in-fact to act in Seller’s name, place and stead, in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Notes and Assignments of Mortgages and Participation CertificatesMortgages, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and Mortgages, (iii) the preparation and filing, in form and substance satisfactory to PurchaserBuyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve PurchaserBuyer’s security interest in the Purchased Assets and (biv) upon the occurrence and during the continuance of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser Buyer pursuant to the Master Repurchase Agreement, dated as of June 28February 9, 2017 2018 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and between Seller and PurchaserBuyer, and to take such other steps as may be necessary or desirable to enforce PurchaserBuyer’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERBUYER. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB ARC RFT JPM LOAN, LLC, a Delaware limited liability company (“Seller”), does hereby appoint CitibankJPMORGAN CHASE BANK, N.A. NATIONAL ASSOCIATION (“PurchaserBuyer”), its attorney-in-fact to act in Seller’s name, place and stead, stead in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Assignments of Mortgages, Mezzanine Notes, Assignments Participation Certificates and assignments of Mortgages and Participation Certificates, Interests and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and Mortgages, (iii) the preparation and filing, in form and substance satisfactory to PurchaserBuyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s Buyer's security interest in the Purchased Assets and (biv) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser Buyer pursuant to the Master Repurchase Agreement, dated as of June 2818, 2017 2014 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by between Buyer and between Seller and PurchaserSeller, and to take such other steps as may be necessary or desirable to enforce PurchaserBuyer’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT POWER OF ATTORNEY IS COUPLED WITH AN INTEREST AND SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD YORK PURSUANT TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 5-1401 OF THE NEW YORK GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)LAW.

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB LLCTABERNA LOAN HOLDINGS I, a Delaware limited liability company L.L.C. (“Seller”), does hereby irrevocably appoint Citibank, N.A. AG PARK LANE I CORP. (“Purchaser”), its attorney-in-fact to act in Seller’s name, place and stead, stead in any way that which Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and (iii) the preparation and filing, in form and substance satisfactory to Purchaser, completion of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s security interest in any transfer documentation required by the Purchased Assets and (b) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets applicable transfer agent for any Subject Asset purchased by Purchaser pursuant to the Master Repurchase Purchase and Sale Agreement, dated as of June 28July 15, 2017 (as amended2009, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and between Seller and Purchaser, to effectuate the sale and transfer of such Subject Asset to Purchaser from Seller and (ii) take such other steps as may be necessary or desirable to enforce Purchaser’s rights against in respect of such Purchased AssetsSubject Asset and any related documentation including, but not limited to, the related Purchased Asset Files right to prepare and the Servicing Records to the extent that execute bond powers, complete blanks in documents, and sign assignments on behalf of Seller as its agent and attorney in fact. This power of attorney is permitted by law to act through a power coupled with an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreementinterest and is irrevocable without Purchaser’s consent. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTYPARTY FROM PURCHASER, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASER. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)INSTRUMENT.

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL CB RAIT CRE Conduit IV, LLC, a Delaware limited liability company organized under the laws of the State of Delaware (“Seller”), does hereby appoint Citibank, N.A. Barclays Bank PLC (“Purchaser”), its attorney-in-fact to act in Seller’s name, place and stead, upon the occurrence and during the continuance of an Event of Default, in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and Mortgages, (iii) the preparation and filing, in form and substance satisfactory to Purchaser, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s security interest in the Purchased Assets and (biv) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser pursuant to the Master Repurchase Agreement, dated as of June 28December 23, 2017 2014 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by between Purchaser and between Seller and PurchaserSeller, and to take such other steps as may be necessary or desirable to enforce Purchaser’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERINSTRUMENT. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 1401 5-140 1 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).

FORM OF POWER OF ATTORNEY. Notice: The powers granted by this document are broad and sweeping. They are defined in New York General Obligations Law, Article 5, Title 15, sections 5-1502A through 51503, which expressly permits the use of any other different form of power of attorney desired by the parties concerned. Know All Men by These Presents, that GP COMMERCIAL CB LLCwhich are intended to constitute a GENERAL POWER OF ATTORNEY pursuant to Article 5, a Delaware limited liability company Title 15 of the New York General Obligations Law: That ContiFinancial Corporation (“"Seller”"), does hereby appoint CitibankGreenwich Capital Financial Products, N.A. Inc. (“Purchaser”"Buyer"), its attorney-in-fact to act in Seller’s 's name, place and stead, stead in any way that which Seller could do with respect to (ai) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or completing endorsements and recording instruments relating to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and (iii) the preparation and filing, in form and substance satisfactory to Purchaser, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to time, reasonably consider necessary to create, perfect, and preserve Purchaser’s security interest in the Purchased Assets and (b) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser Buyer pursuant to the a Master Repurchase Agreement, Agreement Governing Purchases and Sales of Assets dated as of June 28August 9, 2017 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and 1999 between Seller and Purchaser, Buyer (the "Repurchase Agreement") and to take such other steps as may be necessary or desirable to enforce Purchaser’s Buyer's rights under the Repurchase Agreement, and against such Purchased Assets, the related Purchased Asset Files and the Servicing Records Records, to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR OF SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S 'S LEGAL REPRESENTATIVES AND ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASER. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)INSTRUMENT.

FORM OF POWER OF ATTORNEY. Know All Men This Power of Attorney is executed and delivered by These Presents, that GP COMMERCIAL CB LLC, a Delaware limited liability company [Borrower or Servicer] (“Seller”"XYZ"), does hereby appoint Citibank, N.A. as the [Borrower/Servicer] under the Funding Agreement (“Purchaser”each as defined below), to General Electric Capital Corporation, as Administrative Agent under the Funding Agreement (hereinafter referred to as "Attorney"), pursuant to that certain Receivables Purchase and Servicing Agreement dated as of March 1, 2001 (the "Funding Agreement"), by and among XYZ, the other parties thereto and Attorney and the other Related Documents. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Funding Agreement. No person to whom this Power of Attorney is presented, as authority for Attorney to take any action or actions contemplated hereby, shall inquire into or seek confirmation from XYZ as to the authority of Attorney to take any action described below, or as to the existence of or fulfillment of any condition to this Power of Attorney, which is intended to grant to Attorney unconditionally the authority to take and perform the actions contemplated herein, and XYZ irrevocably waives any right to commence any suit or action, in law or equity, against any person or entity that acts in reliance upon or acknowledges the authority granted under this Power of Attorney. The power of attorney granted hereby is coupled with an interest and may not be revoked or cancelled by XYZ until all Borrower Secured Obligations under the Related Documents have been indefeasibly paid in full and Attorney has provided its written consent thereto. XYZ hereby irrevocably constitutes and appoints Attorney (and all officers, employees or agents designated by Attorney), with full power of substitution, as its true and lawful attorney-in-fact to act with full irrevocable power and authority in Seller’s its place and stead and in its name or in Attorney's own name, place and stead, in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Assignments of Mortgages and Participation Certificates, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and (iii) the preparation and filing, in form and substance satisfactory to Purchaser, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser may from time to timetime in Attorney's discretion, reasonably consider necessary to create, perfect, take any and preserve Purchaser’s security interest in the Purchased Assets and (b) upon the occurrence of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser pursuant to the Master Repurchase Agreement, dated as of June 28, 2017 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and between Seller and Purchaser, all appropriate action and to take such other steps as execute and deliver any and all documents and instruments that may be necessary or desirable to accomplish the purposes of this Agreement, and, without limiting the generality of the foregoing, hereby grants to Attorney the power and right, on its behalf, without notice to or assent by it, upon the occurrence and during the continuance of any Termination Event, to do the following: (a) open mail for it, and ask, demand, collect, give acquittances and receipts for, take possession of, or endorse and receive payment of, any checks, drafts, notes, acceptances, or other instruments for the payment of moneys due, and sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, and notices in connection with any of its property; (b) effect any repairs to any of its assets, or continue or obtain any insurance and pay all or any part of the premiums therefor and costs thereof, and make, settle and adjust all claims under such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any taxes, Liens, or other encumbrances levied or placed on or threatened against it or its property; (d) defend any suit, action or proceeding brought against it if it does not defend such suit, action or proceeding or if Attorney believes that it is not pursuing such defense in a manner that will maximize the recovery to Attorney, and settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Attorney may deem appropriate; (e) file or prosecute any claim, Litigation, suit or proceeding in any court of competent jurisdiction or before any arbitrator, or take any other action otherwise deemed appropriate by Attorney for the purpose of collecting any and all such moneys due to it whenever payable and to enforce Purchaser’s rights against any other right in respect of its property; (f) sell, transfer, pledge, make any agreement with respect to, or otherwise deal with, any of its property, and execute, in connection with such Purchased Assetssale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; and (g) cause the related Purchased Asset Files certified public accountants then engaged by it to prepare and deliver to Attorney at any time and from time to time, promptly upon Attorney's request, any and all financial statements or other reports required to be delivered by or on behalf of XYZ under the Related Documents, all as though Attorney were the absolute owner of its property for all purposes, and to do, at Attorney's option and its expense, at any time or from time to time, all acts and other things that Attorney reasonably deems necessary to perfect, preserve, or realize upon its property or assets and the Servicing Records Lender's Liens thereon, all as fully and effectively as it might do. XYZ hereby ratifies, to the extent that Seller is permitted by law law, all that said attorneys shall lawfully do or cause to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASER. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK)be done by virtue hereof.

FORM OF POWER OF ATTORNEY. Know All Men by These Presents, that GP COMMERCIAL TRMT CB Lender LLC, a Delaware limited liability company (“Seller”), does hereby appoint Citibank, N.A. (“PurchaserBuyer”), its attorney-in-fact to act in Seller’s name, place and stead, in any way that Seller could do with respect to (a) if determined by Purchaser in its sole discretion to be necessary or desirable in order to protect or perfect Purchaser’s rights, title or interest in or to the Purchased Assets and the Purchased Asset Documents pursuant to this Agreement (i) the completion of the endorsements of the Purchased Assets, including without limitation the Mortgage Notes, Mezzanine Notes, Notes and Assignments of Mortgages and Participation CertificatesMortgages, and any transfer documents related thereto, (ii) the recordation of the Assignments of Mortgages and Mortgages, (iii) the preparation and filing, in form and substance satisfactory to PurchaserBuyer, of such financing statements, continuation statements, and other uniform commercial code forms, as Purchaser Buyer may from time to time, reasonably consider necessary to create, perfect, and preserve PurchaserBuyer’s security interest in the Purchased Assets and (biv) upon the occurrence and during the continuance of an Event of Default, the enforcement of Seller’s rights under the Purchased Assets purchased by Purchaser Buyer pursuant to the Amended and Restated Master Repurchase Agreement, dated as of June 28March 15, 2017 2022 (as amended, restated, supplemented, or otherwise modified and in effect from time to time, the “Repurchase Agreement”), by and between Seller and PurchaserBuyer, and to take such other steps as may be necessary or desirable to enforce PurchaserBuyer’s rights against such Purchased Assets, the related Purchased Asset Files and the Servicing Records to the extent that Seller is permitted by law to act through an agent. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Repurchase Agreement. TO INDUCE ANY THIRD PARTY TO ACT HEREUNDER, SELLER HEREBY AGREES THAT ANY THIRD PARTY RECEIVING A DULY EXECUTED COPY OR FACSIMILE OF THIS INSTRUMENT MAY ACT HEREUNDER, AND THAT REVOCATION OR TERMINATION HEREOF SHALL BE INEFFECTIVE AS TO SUCH THIRD PARTY UNLESS AND UNTIL ACTUAL NOTICE OR KNOWLEDGE OR SUCH REVOCATION OR TERMINATION SHALL HAVE BEEN RECEIVED BY SUCH THIRD PARTY, AND SELLER ON ITS OWN BEHALF AND ON BEHALF OF SELLER’S ASSIGNS, HEREBY AGREES TO INDEMNIFY AND HOLD HARMLESS ANY SUCH THIRD PARTY FROM AND AGAINST ANY AND ALL CLAIMS THAT MAY ARISE AGAINST SUCH THIRD PARTY BY REASON OF SUCH THIRD PARTY HAVING RELIED ON THE PROVISIONS OF THIS INSTRUMENT AND ACTED AT THE DIRECTION OF PURCHASERBUYER. THIS AGREEMENT SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS WITHOUT REGARD TO THE CONFLICT OF LAWS DOCTRINE APPLIED IN SUCH STATE (OTHER THAN SECTION 1401 OF THE GENERAL OBLIGATIONS LAW OF THE STATE OF NEW YORK).