Common use of Xxxxxx’s Appointment as Attorney In Fact Clause in Contracts

Xxxxxx’s Appointment as Attorney In Fact. (a) The Borrower hereby irrevocably constitutes and appoints the Lender 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 Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default shall have occurred and be continuing, for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts), to take any action on behalf of the Borrower pursuant to the Acknowledgment Agreements and 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 Agreement (or any Servicing Contracts) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreements, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on behalf of the Borrower, without assent by, but with notice to, the Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to limitations contained in each Acknowledgment Agreement): (i) in the name of the Borrower 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 with respect to any other Collateral 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 Lender for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Collateral whenever payable; (ii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (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 Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) in connection with the above, to give such discharges or releases as the Lender may deem appropriate; and (F) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Borrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower might do; (iii) perform or cause to be performed, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the related Acknowledgment Agreement. The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is in accordance with the Acknowledgment Agreements. (c) The powers conferred on the Lender are solely to protect the Lender’s interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, or employees shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. (d) Notwithstanding anything in this Section 4.04 to the contrary, the Lender shall exercise such powers subject and subordinate in all respects to the terms and provisions of the Freddie Mac Requirements. Freddie Mac shall be an express and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respects.

Xxxxxx’s Appointment as Attorney In Fact. (a) The Subject to the terms and provisions of the Freddie Mac Requirements, the Borrower hereby irrevocably constitutes and appoints the Lender 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 Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default Default, shall have occurred and be continuing, for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts), to take any action on behalf of Contracts (other than the Borrower pursuant to the Acknowledgment Agreements Freddie Mac Servicing Contract) and 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 Agreement (or any Servicing ContractsContracts (other than the Freddie Mac Servicing Contract) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreementsany Acknowledgement Agreement, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on behalf of the Borrower, without assent by, but with prior written notice to, the Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to limitations contained in each the terms and provisions of the Freddie Mac Requirements and the terms of the Xxxxxx Xxx Acknowledgment Agreement): (i) in the name of the Borrower 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 with respect to any other Collateral 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 Lender for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Collateral whenever payable; (ii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (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 Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) in connection with the above, to give such discharges or releases as the Lender may deem appropriate; and (F) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Borrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower might do; (iii) perform or cause to be performed, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the related Acknowledgment Agreement. ; The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The This power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05. This power of attorney shall not revoke any prior powers of attorney granted by the Borrower. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is in accordance with the Acknowledgment Agreementsterms and provisions of the Freddie Mac Requirements and the Xxxxxx Xxx Acknowledgement Agreement. (c) The powers conferred on the Lender are solely to protect the Lender’s interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, or employees shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. (d) Notwithstanding anything in this Section 4.04 to the contrary, ; provided that the Lender shall exercise such powers subject and subordinate only in all respects to accordance with this Agreement, the terms and provisions of the Freddie Xxxxxxx Mac Requirements. Freddie Mac shall be an express Requirements and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respectsthe Xxxxxx Xxx Acknowledgement Agreement.

Xxxxxx’s Appointment as Attorney In Fact. (a) The Borrower Each Grantor hereby irrevocably constitutes and appoints the Lender (and any officer all officers, employees or agent thereofagents designated by Lender), with full power of substitution, as its such Grantor’s true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower such Grantor and in the name of the Borrower such Grantor or in its own name, from time to time in the LenderXxxxxx’s discretion, if an Event of Default shall have occurred and be continuing, for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts), to take any action on behalf of the Borrower pursuant to the Acknowledgment Agreements and to take any and all appropriate action and to execute and deliver any and all documents and instruments which Instruments that may be necessary or desirable to accomplish the purposes of this Agreement (or any Servicing Contracts) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreements, Loan Documents and, without limiting the generality of the foregoing, the Borrower such Grantor hereby gives the grants to Lender the power and right, on behalf of the Borrowersuch Grantor, without notice to or assent byby such Grantor, but with notice to, the Borrower, if and at any time when an Event of Default shall have has occurred and be is continuing, to do the following (following, subject to limitations contained in each Acknowledgment Agreement): (i) any limitation expressly provided for in the name Credit Agreement or any other Loan Document: (a) change the mailing address of the Borrower or its own namesuch Grantor, open a post office box on behalf of such Grantor, open mail for such Grantor, and ask, demand, collect, give acquittances and receipts for, take possession of, or otherwise, to take possession of and endorse and collect receive payment of, any checks, drafts, notes, acceptances acceptances, or other instruments Instruments for the payment of moneys due due, 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 the Collateral; (b) effect any repairs to any of the Collateral, 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 any mortgage insurance or such policies of insurance, and make all determinations and decisions with respect to such policies; (c) pay or discharge any Taxes or Liens (other Collateral than Liens permitted under this Security Agreement or the Credit Agreement) levied or placed on or threatened against such Grantor or the Collateral; (d) defend any suit, action or proceeding brought against such Grantor if such Grantor does not defend such suit, action or proceeding or if Xxxxxx believes that such Grantor is not pursuing such defense in a manner that will maximize the recovery to Lender, and to settle, compromise or adjust any suit, action, or proceeding described above and, in connection therewith, give such discharges or releases as Lender may deem appropriate; (e) file or prosecute any claim or to take any other action claim, litigation, suit or proceeding in any court of law competent jurisdiction or equity before any arbitrator, or take any other action otherwise deemed appropriate by the Lender for the purpose of collecting any and all such moneys due under any to such mortgage insurance or with respect to any other Collateral Grantor whenever payable; (ii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (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 Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof payable and to enforce any other right in respect of any the Collateral; (Ef) in connection with the above, to give such discharges or releases as the Lender may deem appropriate; and (F) generally, to sell, transfer, pledge and pledge, make any agreement with respect to to, or otherwise deal with, any Collateral, and execute, in connection with such sale or action, any endorsements, assignments or other instruments of conveyance or transfer in connection therewith; (g) cause the certified public accountants then engaged by such Grantor to prepare and deliver to Lender at any time and from time to time, promptly upon Xxxxxx’s request, the following reports: (i) a reconciliation of all of its Accounts and Chattel Paper, (ii) an aging of all such Accounts and Chattel Paper; (iii) trial balances; (iv) test verifications of such Accounts and Chattel Paper as Lender may request; and (v) the results of each physical verification of its Inventory; (h) communicate in its own name or in the name of others with any Account Debtors of such Grantor, parties to any Contracts of such Grantor or other obligors of such Grantor in respect of Instruments, Chattel Paper or General Intangibles of such Grantor with regard to the assignment of the right, title and interest of such Grantor in, to and under such Accounts, Contracts, Instruments, Chattel Paper, General Intangibles and other matters relating thereto; (i) file such financing statements with respect to this Security Agreement, with or without such Grantor’s signature, or file a photocopy of this Security Agreement in substitution for a financing statement, as Lender may deem appropriate and to execute in Grantor’s name such financing statements and amendments thereto and continuation statements that may require such Grantor’s signature; (j) execute, in connection with any sale provided for in any Loan Document, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral as fully and completely to otherwise direct such sale or resale, all as though the Lender were the absolute owner thereof of the Collateral for all purposes, ; and to (k) do, at the LenderXxxxxx’s option and the Borrowersuch Grantor’s expense, at any time, time or from time to time, all acts and other things which the that Lender reasonably deems necessary to protectperfect, preserve preserve, or realize upon the Collateral and the LenderXxxxxx’s Liens thereon and to effect the intent of this Agreementthereon, all as fully and effectively as the Borrower such Grantor might do; (iii) perform or cause to be performed. Each Grantor hereby ratifies, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the related Acknowledgment Agreement. The Borrower hereby ratifies Law, all that said attorneys Lender shall lawfully do or cause to be done by virtue hereof. The power of attorney granted herein is a power coupled with an interest and shall be irrevocable but shall terminate upon release of until the Lender’s security interest as provided in Section 4.05. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is in accordance with the Acknowledgment Agreements. (c) Termination Date. The powers conferred on the Lender pursuant to this Section 7 are solely to protect the LenderXxxxxx’s interest Liens upon and interests in the Collateral and shall not impose any duty upon the Lender to exercise any such powerspowers except as otherwise expressly provided for herein. The Lender agrees that (A) except for the powers granted in clause (a) above, it shall not exercise any power or authority granted pursuant to this Section 7 unless an Event of Default has occurred and is continuing, and (B) Lender shall account for any moneys received by Xxxxxx in respect of any foreclosure on or disposition of any of the Collateral pursuant to the powers of attorney granted herein; provided, that, except as set forth in Section 10, Lender shall not have any duty of any kind as to any Collateral except as otherwise expressly required under applicable Law, and Lender shall be accountable only for amounts that it they actually receives receive as a result of the exercise of such powers. NONE OF LENDER OR ITS AFFILIATES, and neither the Lender nor any of its officersOFFICERS, directorsDIRECTORS, or employees shall be responsible to the Borrower for any act or failure to act hereunderEMPLOYEES, except for its own gross negligence or willful misconductAGENTS OR REPRESENTATIVES SHALL BE RESPONSIBLE TO ANY GRANTOR FOR ANY ACT OR FAILURE TO ACT UNDER ANY POWER OF ATTORNEY OR OTHERWISE, EXCEPT IN RESPECT OF DAMAGES ATTRIBUTABLE SOLELY TO THEIR OWN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AS FINALLY DETERMINED BY A COURT OF COMPETENT JURISDICTION, OR FOR ANY PUNITIVE, EXEMPLARY, INDIRECT OR CONSEQUENTIAL DAMAGES. (d) Notwithstanding anything in this Section 4.04 to the contrary, the Lender shall exercise such powers subject and subordinate in all respects to the terms and provisions of the Freddie Mac Requirements. Freddie Mac shall be an express and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respects.

Xxxxxx’s Appointment as Attorney In Fact. (a) The Subject to the terms and provisions of the Xxxxxxx Xxx Requirements, the Borrower hereby irrevocably constitutes and appoints the Lender 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 Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default Default, shall have occurred and be continuing, for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts), to take any action on behalf of Contracts (other than the Borrower pursuant to the Acknowledgment Agreements Xxxxxxx Xxx Servicing Contract) and 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 Agreement (or any Servicing ContractsContracts (other than the Xxxxxxx Xxx Servicing Contract) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreementsany Acknowledgement Agreement, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on behalf of the Borrower, without assent by, but with prior written notice to, the Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to limitations contained in each the terms and provisions of the Xxxxxxx Xxx Requirements and the terms of the Xxxxxx Xxx Acknowledgment Agreement): (i) in the name of the Borrower 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 with respect to any other Collateral 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 Lender for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Collateral whenever payable; (ii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (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 Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) in connection with the above, to give such discharges or releases as the Lender may deem appropriate; and (F) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Borrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower might do; (iii) perform or cause to be performed, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the related Acknowledgment Agreement. ; The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The This power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05. This power of attorney shall not revoke any prior powers of attorney granted by the Borrower. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is in accordance with the Acknowledgment Agreementsterms and provisions of the Xxxxxxx Xxx Requirements and the Xxxxxx Xxx Acknowledgement Agreement. (c) The powers conferred on the Lender are solely to protect the Lender’s interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, or employees shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. (d) Notwithstanding anything in this Section 4.04 to the contrary, ; provided that the Lender shall exercise such powers subject and subordinate only in all respects to accordance with this Agreement, the terms and provisions of the Freddie Xxxxxxx Mac Requirements. Freddie Mac shall be an express Requirements and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respectsthe Xxxxxx Xxx Acknowledgement Agreement.

Xxxxxx’s Appointment as Attorney In Fact. (a) The Subject to the terms and provisions of the Freddie Mac Requirements, the Borrower hereby irrevocably constitutes and appoints the Lender 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 Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default Default, shall have occurred and be continuing, for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts), to take any action on behalf of Contracts (other than the Borrower pursuant to the Acknowledgment Agreements Freddie Mac Servicing Contract) and 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 Agreement (or any Servicing ContractsContracts (other than the Freddie Mac Servicing Contract) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreementsany Acknowledgement Agreement, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on behalf of the Borrower, without assent by, but with prior written notice to, the Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to limitations contained in each the terms and provisions of the Xxxxxxx Mac Requirements and the terms of the Xxxxxx Xxx Acknowledgment Agreement): (i) in the name of the Borrower 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 with respect to any other Collateral 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 Lender for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Collateral whenever payable; (ii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (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 Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) in connection with the above, to give such discharges or releases as the Lender may deem appropriate; and (F) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Borrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower might do; (iii) perform or cause to be performed, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the related Acknowledgment Agreement. ; The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The This power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05. This power of attorney shall not revoke any prior powers of attorney granted by the Borrower. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is in accordance with the Acknowledgment Agreementsterms and provisions of the Freddie Mac Requirements and the Xxxxxx Xxx Acknowledgement Agreement. (c) The powers conferred on the Lender are solely to protect the Lender’s interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, or employees shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. (d) Notwithstanding anything in this Section 4.04 to the contrary, ; provided that the Lender shall exercise such powers subject and subordinate only in all respects to accordance with this Agreement, the terms and provisions of the Freddie Xxxxxxx Mac Requirements. Freddie Mac shall be an express Requirements and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respectsthe Xxxxxx Xxx Acknowledgement Agreement.

Xxxxxx’s Appointment as Attorney In Fact. (ai) The Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its their true and lawful attorney-in-fact following an Event of Default with full irrevocable power and authority in the place and stead of the Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default shall have occurred and be continuing, Xxxxxx's discretion for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts)Agreement, to take any action on behalf of the Borrower pursuant to the Acknowledgment Agreements and 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 Agreement (or any Servicing Contracts) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreements, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on behalf of the Borrower, without assent by, but with upon written notice to, but without the Borrower, if an Event of Default shall have occurred and be continuingassent by Xxxxxxxx, to do the following (subject to limitations contained in each Acknowledgment Agreement):following: (i1) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due and to become due under or in connection with any Collateral and, in the name of the Borrower or its own name, 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 with respect to any other Collateral 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 Lender for the purpose of collecting any and all such moneys monies due under any such mortgage insurance or with respect to any other Collateral whenever payable;; and 95606281 Active\1606212456.7 (ii2) (A1) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys monies due or and to become due thereunder directly to the Lender or as the Lender shall direct; (B2) to ask or demand forreceive, collect, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as may be designated by Lender; (3) to receive payment of and receipt for, for any and all moneysmonies, claims and other amounts due or and to become due at any time in respect of or arising out of any Collateral; (C4) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices in connection with accounts and other documents in connection with any of relating to the Collateral; (D5) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E6) to defend any suit, action or proceeding brought against Borrower with respect to any Collateral; (7) to settle, compromise or adjust any suit, action or proceeding described above and, in connection with the abovetherewith, to give such discharges or releases as the Lender may deem appropriate; (8) Intentionally Omitted; and (F9) generally, to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s 's option and the BorrowerXxxxxxxx’s expense, at any time, time or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and 's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Borrower might do;. (iiiii) perform or cause to be performed, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the related Acknowledgment Agreement. The Borrower hereby ratifies all that said attorneys attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The This power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05interest. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is in accordance with the Acknowledgment Agreements. (ciii) The powers conferred on the Lender hereunder are solely to protect the Lender’s interest interests of Lender in the Collateral and shall not impose any duty upon the Lender it to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender it nor any of its officers, directors, officers or employees shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconductact. (d) Notwithstanding anything in this Section 4.04 to the contrary, the Lender shall exercise such powers subject and subordinate in all respects to the terms and provisions of the Freddie Mac Requirements. Freddie Mac shall be an express and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respects.

Xxxxxx’s Appointment as Attorney In Fact. (a) The Borrower hereby irrevocably constitutes and appoints the Lender 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 Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default shall have occurred and be continuing, for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts), to take any action on behalf of the Borrower pursuant to the Acknowledgment Agreements and 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 Agreement (or any Servicing Contracts) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreements, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on behalf of the Borrower, without assent by, but with notice to, the Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to limitations contained in each Acknowledgment Agreement): (i) in the name of the Borrower 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 with respect to any other Collateral 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 Lender for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Collateral whenever payable; (ii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (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 Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) in connection with the above, to give such discharges or releases as the Lender may deem appropriate; and (F) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Borrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower might do; (iii) perform Perform or cause to be performed, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the related Acknowledgment Agreement. The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is in accordance with the Acknowledgment Agreements. (c) The powers conferred on the Lender are solely to protect the Lender’s interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, or employees shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. (d) Notwithstanding anything in this Section 4.04 to the contrary, the Lender shall exercise such powers subject and subordinate in all respects to the terms and provisions of the Freddie Mac Requirements. Freddie Mac shall be an express and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respects.

Xxxxxx’s Appointment as Attorney In Fact. (a) The Subject to the Freddie Mac Requirements, the Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact attorney‑in‑fact with full irrevocable power and authority in the place and stead of the Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default Default, shall have occurred and be continuing, for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts)Agreement, to take any action on behalf of the Borrower pursuant to the Acknowledgment Agreements and 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 Agreement (or any Servicing Contracts) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreementsany Acknowledgement Agreement, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on behalf of the Borrower, without assent by, but with prior written notice to, the Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to limitations contained in the Freddie Mac Requirements and the terms of each Acknowledgment Acknowledgement Agreement): (i) in the name of the Borrower 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 with respect to any other Collateral 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 Lender for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Collateral whenever payable; (ii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (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 Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) in connection with the above, to give such discharges or releases as the Lender may deem appropriate; and (F) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Borrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower might do; (iii) perform or cause to be performed, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the Freddie Mac Requirements and the related Acknowledgment Acknowledgement Agreement. The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The This power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05. This power of attorney shall not revoke any prior powers of attorney granted by the Borrower. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is are in accordance with the Acknowledgment Freddie Mac Requirements and the Acknowledgement Agreements. (c) The powers conferred on the Lender are solely to protect the Lender’s interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, or employees shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. (d) Notwithstanding anything in this Section 4.04 to the contrary, ; provided that the Lender shall exercise such powers subject and subordinate only in all respects to the terms and provisions of accordance with this Agreement, the Freddie Mac Requirements. Freddie Mac shall be an express Requirements and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respectsthe Acknowledgement Agreements.

Xxxxxx’s Appointment as Attorney In Fact. (a) The Borrower hereby irrevocably constitutes and appoints the Lender 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 Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default shall have occurred and be continuing, for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts)Loan Agreement, to take any action on behalf of the Borrower pursuant to the Acknowledgment Agreements and 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 Agreement (or any Servicing Contracts) Loan Agreement, which the Borrower is required to do hereunder but has failed to do within the time limits required, including without limitation, to protect, preserve and realize upon the Collateral, to file such financing statements relating to the extent such actions are permitted to be taken by Collateral as the Lender under the Acknowledgment Agreementsat its option deems appropriate, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on behalf of the Borrower, without assent by, but with notice to, the Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to limitations contained in each Acknowledgment Agreement):following: (i) in the name of the Borrower 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 with respect to any other of the Collateral 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 Lender for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Collateral whenever payable; (ii) to pay or discharge taxes and Liens levied or placed on or threatened against the Collateral; and (iii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (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 Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) to defend any suit, action or proceeding brought against the Borrower with respect to any Collateral; (F) to settle, compromise or adjust any suit, action or proceeding described in clause (E) above and, in connection with the abovetherewith, to give such discharges or releases as the Lender may deem appropriate; and (FG) in connection with its exercise of its remedies hereunder pursuant to Sections 4.07 or 10, generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Borrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and to effect the intent of this AgreementLoan Agreement and the other Loan Documents, all as fully and effectively as the Borrower might do; (iii) perform or cause to be performed, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the related Acknowledgment Agreement. The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The This power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05irrevocable. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) 4.07 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is in accordance with the Acknowledgment Agreements. (c) The powers conferred on the Lender are solely to protect the Lender’s interest interests in the Collateral and subject to Applicable Law shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, agents or employees shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. (d) Notwithstanding anything in this Section 4.04 to the contrary, the Lender shall exercise such powers subject and subordinate in all respects to the terms and provisions of the Freddie Mac Requirements. Freddie Mac shall be an express and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respects.

Xxxxxx’s Appointment as Attorney In Fact. (ai) The Borrower hereby irrevocably constitutes and appoints the Lender Agent and any officer or agent thereof, with full power of substitution, as its their true and lawful attorney-in-fact following an Event of Default with full irrevocable power and authority in the place and stead of the Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default shall have occurred and be continuing, Agent's discretion for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts)Agreement, to take any action on behalf of the Borrower pursuant to the Acknowledgment Agreements and 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 Agreement (or any Servicing Contracts) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreements, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender Agent the power and right, on behalf of the BorrowerXxxxxxxx, without assent by, but with upon written notice to, but without the Borrower, if an Event of Default shall have occurred and be continuingassent by Xxxxxxxx, to do the following (subject to limitations contained in each Acknowledgment Agreement):following: (iA) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due and to become due under or in connection with any Collateral and, in the name of the Borrower or its own name, 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 with respect to any other Collateral 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 Lender Agent for the purpose of collecting any and all such moneys monies due under any such mortgage insurance or with respect to any other Collateral whenever payable;; and (ii) (A1) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys monies due or and to become due thereunder directly to the Lender or as the Lender shall direct; (B2) to ask or demand forreceive, collect, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as may be designated by Agent; (3) to receive payment of and receipt for, for any and all moneysmonies, claims and other amounts due or and to become due at any time in respect of or arising out of any Collateral; (C4) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices in connection with accounts and other documents in connection with any of relating to the Collateral; (D5) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E6) to defend any suit, action or proceeding brought against Borrower with respect to any Collateral; (7) to settle, compromise or adjust any suit, action or proceeding described above and, in connection with the abovetherewith, to give such discharges or releases as the Lender Agent may deem appropriate; (8) Intentionally Omitted; and (F9) generally, to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Agent and Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s Agent's option and the BorrowerXxxxxxxx’s expense, at any time, time or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and Xxxxxx's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Borrower might do;. (iiiii) perform or cause to be performed, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the related Acknowledgment Agreement. The Borrower hereby ratifies all that said attorneys attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The This power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05interest. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is in accordance with the Acknowledgment Agreements. (ciii) The powers conferred on the Agent on behalf of Lender hereunder are solely to protect the Lender’s interest interests of Xxxxxx in the Collateral and shall not impose any duty upon the Lender it to exercise any such powers. The Lender Agent shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender it nor any of its officers, directors, employees or employees agents shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconductact. (d) Notwithstanding anything in this Section 4.04 to the contrary, the Lender shall exercise such powers subject and subordinate in all respects to the terms and provisions of the Freddie Mac Requirements. Freddie Mac shall be an express and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respects.

Xxxxxx’s Appointment as Attorney In Fact. (a) The Borrower Each Grantor hereby irrevocably constitutes and appoints the Lender Xxxxxx, and any officer or agent thereofdesignee of Lender, 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 Borrower such Grantor and in the name of the Borrower such Grantor or in its own name, from time to time in the Lender’s Xxxxxx's reasonable discretion, if an Event of Default shall have occurred and be continuing, for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts)Security Agreement, to take any action on behalf of the Borrower pursuant to the Acknowledgment Agreements and to take any and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement (or any Servicing Contracts) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreements, and, without limiting the generality of the foregoing, the Borrower hereby gives the grants to Lender the power and right, on behalf of the Borrowersuch Grantor, without notice to or assent byby any Grantor, but with notice to, the Borrower, if an Event of Default shall have occurred and be continuingat any time, to do the following (subject to limitations contained in each Acknowledgment Agreement):following: (i) in the name of the Borrower or such Grantor, in its own name, name or otherwise, to take possession of and of, endorse and collect receive payment of any checks, drafts, notes, acceptances or other instruments Instruments for the payment of moneys monies due under any mortgage Collateral; (ii) if such Grantor fails or refuses to do so, continue any insurance existing pursuant to the terms of the Loan Documents, and pay all or any part of the premiums therefor and the costs thereof; (iii) receive payment of any and all monies, claims and other amounts due or to become due at any time arising out of or in respect of any Collateral; (iv) ask, demand, collect, receive and give acquittances and receipts for any and all money due or to become due under any Collateral; and (v) pay or discharge any taxes, Liens, security interests or other encumbrances levied or placed on or threatened against the Collateral; (b) Each Grantor hereby irrevocably constitutes and appoints Lender and any designee of Lender, with respect full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of such Grantor and in the name of such Grantor or in its own name, from time to time in Lender's discretion, for the purpose of carrying out the terms of this Security Agreement, to take any other Collateral and all appropriate action and to execute and deliver any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Security Agreement and, without limiting the generality of the foregoing, hereby grants to Lender the power and right, on behalf of such Grantor, without notice to or assent by any Grantor, upon the occurrence of an Event of Default and until such Event of Default is waived in writing by the Lender, to do the following: (i) sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against Account Debtors, assignments, verifications and notices in connection with accounts and other documents constituting or related to the Collateral; (ii) settle, compromise or adjust any suit, action or proceeding described above and, in connection therewith, give such discharges or releases as Lender may deem reasonably appropriate; (iii) file any claim or to take or commence any other action or proceeding in any court of law or equity or otherwise deemed reasonably appropriate by the Lender for the purpose of collecting any and all such moneys monies due under any such mortgage insurance or with respect to any other Collateral whenever payable; (iiiv) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (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 Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; ; (Ev) defend any suit, action or proceeding brought against such Grantor with respect to any Collateral if such Grantor does not defend such suit, action or proceeding or if Xxxxxx believes that such Grantor is not pursuing its defense in connection a manner that will maximize the recovery with the aboverespect to such Collateral; (vi) license or, to give the extent permitted by an applicable License, sublicense whether general, specific or otherwise, and whether on an exclusive or non-exclusive basis, any Trademark throughout the world on such discharges or releases terms and conditions and in such manner as the Lender may deem appropriateshall, in its sole discretion, determine; and and (Fvii) generally, to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s Xxxxxx's option and the Borrower’s such Grantor's expense, at any time, or from time to time, all acts and other things which the Lender reasonably deems necessary to protectperfect, preserve or realize upon the Collateral and the Lender’s Liens thereon and Xxxxxx's Lien therein in order to effect the intent of this Security Agreement, all as fully and effectively as such Grantor might do and execute, in connection with the Borrower might do;sale provided for in Section 8 hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral. (iiic) perform or cause to be performedEach Grantor hereby ratifies, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the related Acknowledgment Agreement. The Borrower hereby ratifies law, all that said attorneys shall lawfully do or cause to be done by virtue hereof. The power of attorney granted pursuant to this Section 6 is a power coupled with an interest and shall be irrevocable but shall terminate upon release of until the Lender’s security interest as provided in Section 4.05Termination Date. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is in accordance with the Acknowledgment Agreements. (cd) The powers conferred on the Lender hereunder are solely to protect the Lender’s interest Xxxxxx's security interests in the Collateral and shall not impose any duty upon the Lender it to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, powers and neither the Lender nor any none of its officers, directors, employees, agents or employees representatives shall be responsible to the Borrower any Grantor for any act or failure to act hereunderact, except for its their own gross negligence or willful misconductmisconduct as determined by a final judgment of a court of competent jurisdiction. (d) Notwithstanding anything in this Section 4.04 to the contrary, the Lender shall exercise such powers subject and subordinate in all respects to the terms and provisions of the Freddie Mac Requirements. Freddie Mac shall be an express and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respects.

Xxxxxx’s Appointment as Attorney In Fact. (a) The Borrower hereby irrevocably constitutes and appoints the Lender Xxxxxx, and any officer or agent thereof, with full power of substitution, as its their true and lawful attorney-in-fact attorney‑in‑fact with full irrevocable power and authority in the place and stead of the Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default shall have occurred and be continuing, Xxxxxx's discretion for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts)Agreement, to take any action on behalf of the Borrower pursuant to the Acknowledgment Agreements and 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 Agreement (or any Servicing Contracts) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreements, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on behalf of the BorrowerXxxxxxxx, without notice to or assent by, but with notice to, the by Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to limitations contained in each Acknowledgment Agreement):following: (i) to ask, demand, collect, receive and give acquittances and receipts for any and all monies due and to become due under or in connection with any Collateral and, in the name of the Borrower or its own name, 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 with respect to any other Collateral 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 Lender for the purpose of collecting any and all such moneys monies due under any such mortgage insurance or with respect to any other Collateral whenever payable;; and (ii) (A) to direct any party liable for any payment under any of the Collateral to make payment of any and all moneys monies due or and to become due thereunder directly to the Lender or as the Lender shall direct; (B) to ask or demand forreceive, collect, open and dispose of all mail addressed to Borrower and to notify postal authorities to change the address for delivery thereof to such address as may be designated by Lender; (C) to receive payment of and receipt for, for any and all moneysmonies, claims and other amounts due or and to become due at any time in respect of or arising out of any Collateral; (CD) to sign and endorse any invoices, freight or express bills, bills of lading, storage or warehouse receipts, drafts against debtors, assignments, verifications, verifications and notices in connection with accounts and other documents in connection with any of relating to the Collateral; (DE) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (EF) to defend any suit, action or proceeding brought against Borrower with respect to any Collateral; (G) to settle, compromise or adjust any suit, action or proceeding described above and, in connection with the abovetherewith, to give such discharges or releases as the Lender may deem appropriate; (H) assign any copyright, license or trademark (along with the goodwill of the business to which such trademark pertains) for such term or terms, on such conditions, and in such reasonable manner as Lender shall determine in its sole and absolute discretion; and (FI) generally, to sell, transfer, pledge and pledge, make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s Xxxxxx's option and the Borrower’s expense, at any time, time or from time to time, all acts and things which the Lender Xxxxxx deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and Xxxxxx's security interest therein, in order to effect the intent of this Agreement, all as fully and effectively as the Borrower might do;. (iii) perform or cause to be performed, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the related Acknowledgment Agreement. The Borrower hereby ratifies all that said attorneys attorney-in-fact shall lawfully do or cause to be done by virtue hereof. The This power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05irrevocable. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is in accordance with the Acknowledgment Agreements. (civ) The powers conferred on the Lender hereunder are solely to protect the Lender’s interest interests of Lender in the Collateral and shall not impose any duty upon the Lender it to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender it nor any of its officers, directors, employees or employees agents shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconductact. (d) Notwithstanding anything in this Section 4.04 to the contrary, the Lender shall exercise such powers subject and subordinate in all respects to the terms and provisions of the Freddie Mac Requirements. Freddie Mac shall be an express and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respects.

Xxxxxx’s Appointment as Attorney In Fact. (a) The Subject to the Freddie Mac Requirements, the Borrower hereby irrevocably constitutes and appoints the Lender 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 Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default Default, shall have occurred and be continuing, for the limited purpose of carrying out the terms of this Agreement (or any Servicing Contracts)Agreement, to take any action on behalf of the Borrower pursuant to the Acknowledgment Agreements and 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 Agreement (or any Servicing Contracts) to the extent such actions are permitted to be taken by the Lender under the Acknowledgment Agreementsany Acknowledgement Agreement, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on behalf of the Borrower, without assent by, but with prior written notice to, the Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to limitations contained in the Freddie Mac Requirements and the terms of each Acknowledgment Acknowledgement Agreement): (i) in the name of the Borrower 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 with respect to any other Collateral 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 Lender for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Collateral whenever payable; (ii) (A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (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 Collateral; (C) to sign and endorse any invoices, assignments, verifications, notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) in connection with the above, to give such discharges or releases as the Lender may deem appropriate; and (F) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Borrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower might do; (iii) perform or cause to be performed, the Borrower’s obligations under any Servicing Contract (other than the Freddie Mac Servicing Contract) to the extent permitted by the Freddie Mac Requirements and the related Acknowledgment Acknowledgement Agreement. The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. The This power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05. This power of attorney shall not revoke any prior powers of attorney granted by the Borrower. (b) The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers is are in accordance with the Acknowledgment Freddie Mac Requirements and the Acknowledgement Agreements. (c) The powers conferred on the Lender are solely to protect the Lender’s interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, or employees shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct. (d) Notwithstanding anything in this Section 4.04 to the contrary, ; provided that the Lender shall exercise such powers subject and subordinate only in all respects to the terms and provisions of accordance with this Agreement, the Freddie Mac Requirements. Freddie Mac shall be an express Requirements and intended third party beneficiary of this Section 4.04(d) and shall be entitled to rely upon this Section 4.04(d) in all respectsthe Acknowledgement Agreements.