Common use of The Buyer’s Appointment as Attorney-in-Fact Clause in Contracts

The Buyer’s Appointment as Attorney-in-Fact. (a) The Seller hereby irrevocably constitutes and appoints the Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Seller and in the name of the Seller or in its own name, from time to time in the Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Repurchase Agreement, and, without limiting the generality of the foregoing, the Seller hereby gives the Buyer the power and right, on behalf of the Seller, without assent by, but with notice to, the Seller, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the name of the Seller or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or payable on or on account of any other Purchased Items and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Purchased Items whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased Items; and (iii) (A) to direct any party liable for any payment under any Purchased Items to make payment of any and all moneys due or to become due thereunder directly to the Buyer or as the Buyer shall direct, including, without limitation, to send “goodbye” letters and Section 404 notices on behalf of the Seller and any applicable Servicer; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Items; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Purchased Items; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items or any portion thereof or proceeds thereof and to enforce any other right in respect of any Purchased Items; (E) to defend any suit, action or proceeding brought against the Seller with respect to any Purchased Items; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Purchased Items as fully and completely as though the Buyer were the absolute owner thereof for all purposes, and to do, at the Buyer’s option and the Seller’s expense, at any time, and from time to time, all acts and things which the Buyer deems necessary to protect, preserve or realize upon the Purchased Items and the Buyer’s Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as the Seller might do. The Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. This power of attorney shall not revoke any prior powers of attorney granted by the Seller. (b) The Seller also authorizes the Buyer, at any time and from time to time, (i) to execute, in connection with any sale provided for in Section 4.07 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Items and (ii) to file any initial financing statements, amendments thereto and continuation statements with or without the signature of the Seller as authorized by applicable law, as applicable to all or any part of the Purchased Items. (c) The powers conferred on the Buyer are solely to protect the interests of the Buyer in the Purchased Items and shall not impose any duty upon the Buyer to exercise any such powers. The Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Buyer nor any of its officers, directors, employees or agents shall be responsible to the Seller for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

The Buyer’s Appointment as Attorney-in-Fact. (a) The Seller hereby irrevocably constitutes and appoints the Buyer and any officer or agent thereof, following the occurrence of an Event of Default that has not been waived with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Seller and in the name of the Seller or in its own name, from time to time in the Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Repurchase Agreement, and, without limiting the generality of the foregoing, the Seller hereby gives the Buyer the power and right, on behalf of the Seller, without assent by, but with notice to, the Seller, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the name of the Seller or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or payable on or on account of any other Purchased Items and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Purchased Items whenever payable; (ii) to pay or discharge taxes Taxes and Liens levied or placed on or threatened against the Purchased Items; and (iii) (A) to direct any party liable for any payment under any Purchased Items to make payment of any and all moneys due or to become due thereunder directly to the Buyer or as the Buyer shall direct, including, without limitation, to send “goodbye” letters and Section 404 notices on behalf of the Seller and any applicable Servicer; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased Items; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Purchased Items; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items or any portion thereof or proceeds thereof and to enforce any other right in respect of any Purchased Items; (E) to defend any suit, action or proceeding brought against the Seller with respect to any Purchased Items; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Purchased Items as fully and completely as though the Buyer were the absolute owner thereof for all purposes, and to do, at the Buyer’s option and the Seller’s expense, at any time, and from time to time, all acts and things which the Buyer deems necessary to protect, preserve or realize upon the Purchased Items and the Buyer’s Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as the Seller might do. The Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable, shall have no expiration date and shall survive termination of this Repurchase Agreement. This power of attorney shall not revoke any prior powers of attorney granted by the Seller. (b) The Seller also authorizes the Buyer, at any time and from time to time, following the occurrence of an Event of Default that has not been waived (i) to execute, in connection with any sale provided for in Section 4.07 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Items and (ii) to file any initial financing statements, amendments thereto and continuation statements with or without the signature of the Seller as authorized by applicable law, as applicable to all or any part of the Purchased Items. (c) The powers conferred on the Buyer are solely to protect the interests of the Buyer in the Purchased Items and shall not impose any duty upon the Buyer to exercise any such powers. The Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Buyer nor any of its officers, directors, employees or agents shall be responsible to the Seller for any act or failure to act hereunder, except for its own gross negligence or willful misconduct.

The Buyer’s Appointment as Attorney-in-Fact. (a) The Repo Seller hereby irrevocably constitutes and appoints the Buyer and the Administrative Agent on behalf of the Buyer, and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Repo Seller and in the name of the Repo Seller or in its own name, from time to time in the Buyer’s discretiondiscretion if an Event of Default shall have occurred and be continuing, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Repurchase Agreement, and, without limiting the generality of the foregoing, the Repo Seller hereby gives the Buyer and the Administrative Agent the power and right, on behalf of the Repo Seller, without assent by, but with notice to, the Seller, if an Event of Default shall have occurred and be continuing, Repo Seller to do the following: (i) in the name of the Repo Seller or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under with respect to any mortgage insurance or payable on or on account of any other Purchased Items Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer (or the Administrative Agent on behalf of the Buyer) for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Purchased Items Repurchase Asset whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased ItemsRepurchase Assets; (iii) communicate with investors and master servicers in respect of any of the Repurchase Assets in the same manner and with the same effect as if done by the Repo Seller; and (iiiiv) (A) to direct any party liable for any payment under any Purchased Items Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to the Buyer or as the Buyer or the Administrative Agent shall direct, including, without limitation, to send “goodbye” letters and Section 404 notices on behalf of the Seller and any applicable Servicer; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased ItemsRepurchase Asset; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Purchased ItemsRepurchase Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items Repurchase Assets or any portion thereof or proceeds thereof and to enforce any other right in respect of any Purchased ItemsRepurchase Assets; (E) to defend any suit, action or proceeding brought against the Repo Seller with respect to any Purchased ItemsRepurchase Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Purchased Items Repurchase Assets as fully and completely as though the Buyer were the absolute owner thereof for all purposes, and to do, at the Buyer’s (or the Administrative Agent’s) option and the Repo Seller’s expense, at any time, and from time to time, all acts and things which the Buyer or the Administrative Agent deems necessary to protect, preserve or realize upon the Purchased Items Repurchase Assets and the Buyer’s Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as the Repo Seller might do. . (b) The Repo Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. This power of attorney shall not revoke any prior powers of attorney granted by the Sellerirrevocable until such time as all Obligations have been paid in full and this Agreement is terminated. (bc) The Repo Seller also authorizes the BuyerBuyer and the Administrative Agent, at any time and from time to time, (i) to execute, in connection with any sale provided for in Section 4.07 4.08 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Items and (ii) to file any initial financing statements, amendments thereto and continuation statements with or without the signature of the Seller as authorized by applicable law, as applicable to all or any part of the Purchased ItemsRepurchase Assets. (cd) The powers conferred on the Buyer and the Administrative Agent are solely to protect the Buyer’s interests of the Buyer in the Purchased Items Repurchase Assets and shall not impose any duty upon the Buyer to exercise any such powers. The Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Buyer Buyer, the Administrative Agent, nor any of its their officers, directors, or employees or agents shall be responsible to the Repo Seller for any act or failure to act hereunder, except for its the Buyer’s or the Administrative Agent’s own gross negligence or willful misconduct. Notwithstanding anything to the contrary herein or any of the other Program Agreements, any appointment set forth in this Section 4.06, as well as the Buyer’s right to exercise or the exercise (or purported exercise) of any right, power or authority given by the Repo Seller hereunder, shall be subject in all respects to the applicable Agency Guide, the related Servicing Contract, the Xxxxxxx Mac Purchase Documents (as applicable) the Agency Agreements and any and all instruments, agreements, invoices or other writings which give rise to or otherwise evidence any of the Advance Reimbursement Rights, including, in the case of Advance Reimbursement Rights relating to Xxxxxx Mae Mortgage Loans, the Xxxxxx Xxx Requirements.

The Buyer’s Appointment as Attorney-in-Fact. (a) The Seller hereby irrevocably constitutes and appoints the Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Seller and in the name of the Seller or in its own name, from time to time in the Buyer’s discretiondiscretion if an Event of Default shall have occurred and be continuing, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Repurchase Agreement, and, without limiting the generality of the foregoing, the Seller hereby gives the Buyer the power and right, on behalf of the Seller, without assent by, but with notice to, the Seller, if an Event of Default shall have occurred and be continuing, Seller to do the following: (i) in the name of the Seller or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under with respect to any mortgage insurance or payable on or on account of any other Purchased Items Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Purchased Items Repurchase Asset whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Repurchase Assets; (iii) except to the extent inconsistent with the related Servicing Contracts and the Acknowledgment Agreement, request that MSRs be transferred to the Buyer or to another servicer approved by Xxxxxx Xxx and perform (without assuming or being deemed to have assumed any of the obligations of the Seller thereunder) all aspects of each Servicing Contract that is a Purchased ItemsAsset; (iv) request distribution to the Buyer of sale proceeds or any applicable contract termination fees arising from the sale or termination of such MSRs and remaining after satisfaction of the Seller’s relevant obligations to Xxxxxx Mae, including costs and expenses related to any such sale or transfer of such MSRs and other amounts due for unmet obligations of the Seller to Xxxxxx Xxx under the Xxxxxx Mae Lender Contract; (v) deal with investors and any and all subservicers and master servicers in respect of any of the Repurchase Assets in the same manner and with the same effect as if done by the Seller; and (iiivi) (A) to direct any party liable for any payment under any Purchased Items Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to the Buyer or as the Buyer shall direct, including, without limitation, to send “goodbye” letters and Section 404 notices on behalf of the Seller and any applicable Servicer; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased ItemsRepurchase Asset; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Purchased ItemsRepurchase Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items Repurchase Assets or any portion thereof or proceeds thereof and to enforce any other right in respect of any Purchased ItemsRepurchase Assets; (E) to defend any suit, action or proceeding brought against the Seller with respect to any Purchased ItemsRepurchase Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Purchased Items Repurchase Assets as fully and completely as though the Buyer were the absolute owner thereof for all purposes, and to do, at the Buyer’s option and the Seller’s expense, at any time, and from time to time, all acts and things which the Buyer deems necessary to protect, preserve or realize upon the Purchased Items Repurchase Assets and the Buyer’s Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as the Seller might do. . (b) The Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. This power of attorney shall not revoke any prior powers of attorney granted by the Sellerirrevocable until such time as all Obligations have been paid in full and this Agreement is terminated. (bc) The Seller also authorizes the Buyer, at any time and from time to time, (i) to execute, in connection with any sale provided for in Section 4.07 hereof4.08, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Items and (ii) to file any initial financing statements, amendments thereto and continuation statements with or without the signature of the Seller as authorized by applicable law, as applicable to all or any part of the Purchased ItemsRepurchase Assets. (cd) The powers conferred on the Buyer are solely to protect the Buyer’s interests of the Buyer in the Purchased Items Repurchase Assets and shall not impose any duty upon the Buyer to exercise any such powers. The Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Buyer nor any of its officers, directors, or employees or agents shall be responsible to the Seller for any act or failure to act hereunder, except for its the Buyer’s own gross negligence or willful misconduct. Notwithstanding anything to the contrary herein or any of the other Program Agreements, any appointment set forth in this Section 4.06, as well as the Buyer’s exercise (or purported exercise) of any right, power or authority given by the Seller hereunder, shall be subject to the Xxxxxx Xxx Lender Contract and the Acknowledgment Agreement and any and all instruments, agreements, invoices or other writings which give rise to or otherwise evidence any of the MSRs.

The Buyer’s Appointment as Attorney-in-Fact. (a) The Each Seller hereby irrevocably constitutes and appoints the Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Seller Sellers and in the name of the Seller Sellers or in its own name, from time to time in the Buyer’s discretion, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be reasonably necessary or desirable to accomplish the purposes of this Repurchase Agreement, and, without limiting the generality of the foregoing, the each Seller hereby gives the Buyer the power and right, on behalf of the SellerSellers, without assent by, but with notice to, the SellerSellers, if an Event of Default shall have occurred and be continuing, to do the following: (i) in the name of the Seller Sellers, or in its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or payable on or on account of with respect to any other Purchased Items Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Purchased Items Repurchase Assets whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Purchased Items; andRepurchase Assets; (iii) (A) to direct any party liable for any payment under any Purchased Items Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to the Buyer or as the Buyer shall direct, including, without limitation, to send “goodbye” letters and Section 404 notices on behalf of the Seller and any applicable Servicer; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased ItemsRepurchase Assets; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Purchased ItemsRepurchase Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items Repurchase Assets or any portion thereof or proceeds thereof and to enforce any other right in respect of any Purchased ItemsRepurchase Assets; (E) to defend any suit, action or proceeding brought against the any Seller with respect to any Purchased ItemsRepurchase Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Purchased Items Repurchase Assets as fully and completely as though the Buyer were the absolute owner thereof for all purposes, and to do, at the Buyer’s option and the Seller’s Sellers’ expense, at any time, and from time to time, all acts and things which the Buyer deems necessary to protect, preserve or realize upon the Purchased Items Repurchase Assets and the Buyer’s Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as the Seller Sellers might do. The Each Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. This power of attorney shall not revoke any prior powers of attorney granted by the Seller. (b) The Each Seller also authorizes the Buyer, at any time if an Event of Default shall have occurred and be continuing, from time to time, (i) to execute, in connection with any sale provided for in Section 4.07 14 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Items and (ii) to file any initial financing statements, amendments thereto and continuation statements with or without the signature of the Seller as authorized by applicable law, as applicable to all or any part of the Purchased Items. (c) Repurchase Assets. The powers conferred on the Buyer hereunder are solely to protect the Buyer’s interests of the Buyer in the Purchased Items Repurchase Assets and shall not impose any duty upon the Buyer it to exercise any such powers. The Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Buyer it nor any of its officers, directors, employees or agents shall be responsible to the Seller Sellers for any act or failure to act hereunder, except for its or their own gross negligence or willful misconduct.

The Buyer’s Appointment as Attorney-in-Fact. (a) The Each Seller hereby irrevocably constitutes and appoints the each Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the such Seller and in the name of the such Seller or in its own name, from time to time in the applicable Buyer’s discretiondiscretion if an Event of Default shall have occurred and be continuing, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Repurchase Agreement, and, without limiting the generality of the foregoing, the each Seller hereby gives the each Buyer the power and right, on behalf of the such Seller, without assent by, but with notice to, the Seller, if an Event of Default shall have occurred and be continuing, such Seller to do the following: (i) in the name of the such Seller or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under with respect to any mortgage insurance or payable on or on account of any other Purchased Items Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the applicable Buyer for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Purchased Items Repurchase Asset whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Repurchase Assets; (iii) except to the extent inconsistent with the related Servicing Contracts and the Acknowledgment Agreement, request that MSRs be transferred to the Buyers or to another servicer approved by Xxxxxx Xxx and perform (without assuming or being deemed to have assumed any of the obligations of the PMC Seller thereunder) all aspects of each Servicing Contract that is a Purchased ItemsAsset; (iv) request distribution to the related Buyer of sale proceeds or any applicable contract termination fees arising from the sale or termination of such MSRs and remaining after satisfaction of the PMC Seller’s relevant obligations to Xxxxxx Xxx, including costs and expenses related to any such sale or transfer of such MSRs and other amounts due for unmet obligations of the PMC Seller to Xxxxxx Xxx under the Xxxxxx Xxx Lender Contract; (v) deal with investors and any and all subservicers and master servicers in respect of any of the Repurchase Assets in the same manner and with the same effect as if done by the PMC Seller; and (iiivi) (A) to direct any party liable for any payment under any Purchased Items Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to the applicable Buyer or as the applicable Buyer shall direct, including, without limitation, to send “goodbye” letters and Section 404 notices on behalf of the Seller and any applicable Servicer; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased ItemsRepurchase Asset; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Purchased ItemsRepurchase Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items Repurchase Assets or any portion thereof or proceeds thereof and to enforce any other right in respect of any Purchased ItemsRepurchase Assets; (E) to defend any suit, action or proceeding brought against the such Seller with respect to any Purchased ItemsRepurchase Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer Buyers may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Purchased Items Repurchase Assets as fully and completely as though the applicable Buyer were the absolute owner thereof for all purposes, and to do, at the such Buyer’s option and the such Seller’s expense, at any time, and from time to time, all acts and things which the applicable Buyer deems necessary to protect, preserve or realize upon the Purchased Items Repurchase Assets and the such Buyer’s Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as the such Seller might do. The . (b) Each Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. This power of attorney shall not revoke any prior powers of attorney granted by the Sellerirrevocable until such time as all Obligations have been paid in full and this Agreement is terminated. (bc) The Each Seller also authorizes the each Buyer, at any time and from time to time, (i) to execute, in connection with any sale provided for in Section 4.07 4.08 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Items and (ii) to file any initial financing statements, amendments thereto and continuation statements with or without the signature of the Seller as authorized by applicable law, as applicable to all or any part of the Purchased ItemsRepurchase Assets. (cd) The powers conferred on the each Buyer are solely to protect the such Xxxxx’s interests of the Buyer in the Purchased Items Repurchase Assets and shall not impose any duty upon the such Buyer to exercise any such powers. The Each Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the related Buyer nor any of its officers, directors, or employees or agents shall be responsible to the any Seller for any act or failure to act hereunder, except for its such Xxxxx’s own gross negligence or willful misconduct. Notwithstanding anything to the contrary herein or any of the other Program Agreements, any appointment set forth in this Section 4.06, as well as any Buyer’s exercise (or purported exercise) of any right, power or authority given by any Seller hereunder, shall be subject to the Xxxxxx Xxx Lender Contract and the Acknowledgment Agreement and any and all instruments, agreements, invoices or other writings which give rise to or otherwise evidence any of the MSRs.

The Buyer’s Appointment as Attorney-in-Fact. (a) The Seller hereby irrevocably constitutes and appoints the Buyer and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Seller and in the name of the Seller or in its own name, from time to time in the Buyer’s discretiondiscretion if an Event of Default shall have occurred and be continuing, for the purpose of carrying out the terms of this Repurchase Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Repurchase Agreement, and, without limiting the generality of the foregoing, the Seller hereby gives the Buyer the power and right, on behalf of the Seller, without assent by, but with notice to, the Seller, if an Event of Default shall have occurred and be continuing, Seller to do the following: (i) in the name of the Seller or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under with respect to any mortgage insurance or payable on or on account of any other Purchased Items Repurchase Assets and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Buyer for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Purchased Items Repurchase Asset whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Repurchase Assets; (iii) except to the extent inconsistent with the related Servicing Contracts and the Acknowledgment Agreement, request that MSRs be transferred to the Buyer or to another servicer approved by Xxxxxx Xxx and perform (without assuming or being deemed to have assumed any of the obligations of the Seller thereunder) all aspects of each Servicing Contract that is a Purchased ItemsAsset; (iv) request distribution to the Buyer of sale proceeds or any applicable contract termination fees arising from the sale or termination of such MSRs and remaining after satisfaction of the Seller’s relevant obligations to Xxxxxx Mae, including costs and expenses related to any such sale or transfer of such MSRs and other amounts due for unmet obligations of the Seller to Xxxxxx Xxx under the Xxxxxx Mae Lender Contract; (v) deal with investors and any and all subservicers and master servicers in respect of any of the Repurchase Assets in the same manner and with the same effect as if done by the Seller; and (iiivi) (A) to direct any party liable for any payment under any Purchased Items Repurchase Assets to make payment of any and all moneys due or to become due thereunder directly to the Buyer or as the Buyer shall direct, including, without limitation, to send “goodbye” letters and Section 404 notices on behalf of the Seller and any applicable Servicer; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Purchased ItemsRepurchase Asset; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Purchased ItemsRepurchase Assets; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Purchased Items Repurchase Assets or any portion thereof or proceeds thereof and to enforce any other right in respect of any Purchased ItemsRepurchase Assets; (E) to defend any suit, action or proceeding brought against the Seller with respect to any Purchased ItemsRepurchase Assets; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection therewith, to give such discharges or releases as the Buyer may deem appropriate; and (G) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Purchased Items Repurchase Assets as fully and completely as though the Buyer were the absolute owner thereof for all purposes, and to do, at the Buyer’s option and the Seller’s expense, at any time, and from time to time, all acts and things which the Buyer deems necessary to protect, preserve or realize upon the Purchased Items Repurchase Assets and the Buyer’s Liens thereon and to effect the intent of this Repurchase Agreement, all as fully and effectively as the Seller might do. . (b) The Seller hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable. This power of attorney shall not revoke any prior powers of attorney granted by the Sellerirrevocable until such time as all Obligations have been paid in full and this Agreement is terminated. (bc) The Seller also authorizes the Buyer, at any time and from time to time, (i) to execute, in connection with any sale provided for in Section 4.07 4.08 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Purchased Items and (ii) to file any initial financing statements, amendments thereto and continuation statements with or without the signature of the Seller as authorized by applicable law, as applicable to all or any part of the Purchased ItemsRepurchase Assets. (cd) The powers conferred on the Buyer are solely to protect the Buyer’s interests of the Buyer in the Purchased Items Repurchase Assets and shall not impose any duty upon the Buyer to exercise any such powers. The Buyer shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Buyer nor any of its officers, directors, or employees or agents shall be responsible to the Seller for any act or failure to act hereunder, except for its the Buyer’s own gross negligence or willful misconduct. Notwithstanding anything to the contrary herein or any of the other Program Agreements, any appointment set forth in this Section 4.06, as well as the Buyer’s exercise (or purported exercise) of any right, power or authority given by the Seller hereunder, shall be subject to the Xxxxxx Xxx Lender Contract and the Acknowledgment Agreement and any and all instruments, agreements, invoices or other writings which give rise to or otherwise evidence any of the MSRs.