Power of Attorney (January 17th, 2019)

Each person whose signature appears below, each being an authorized representative of the entity beside his or her name, hereby makes, constitutes and appoints Paul Rivett as the true and lawful attorney-in-fact for the entity beside his or her name, for the purpose of, from time to time, executing in the respective entitys name or on the respective entitys behalf, any and all documents, certificates, instruments, statements, other filings and amendments to the foregoing (collectively, documents) determined by Fairfax Financial Holdings Limited or Hamblin Watsa Investment Counsel Ltd. to be necessary or appropriate to comply with ownership or control-person reporting requirements imposed by any United States or non-United States governmental or regulatory authority, including, without limitation, Forms 3, 4, 5, 13D, 13F, 13G and 13H and any amendments to any of the foregoing as may be required to be filed with the Securities and Exchange Commission, and delivering, furnishing or filing

Drive Auto Receivables Trust 2019-1 – THIS ADMINISTRATION AGREEMENT (As Amended, Supplemented or Otherwise Modified and in Effect From Time to Time, This Agreement) Dated as of January 23, 2019, Is Between DRIVE AUTO RECEIVABLES TRUST 2019-1, a Delaware Statutory Trust (The Issuer), SANTANDER CONSUMER USA INC., an Illinois Corporation, as Administrator (Santander Consumer or the Administrator), and WILMINGTON TRUST, NATIONAL ASSOCIATION, a National Banking Association, as Indenture Trustee (The Indenture Trustee). Capitalized Terms Used Herein and Not Otherwise Defined Herein Shall Have the Meanings Assigned Such Terms in Appendix (January 17th, 2019)

GM Financial Consumer Automobile Receivables Trust 2019-1 – Contract (January 17th, 2019)

Amended and Restated Articles of Incorporation of Churchill Downs Incorporated (January 17th, 2019)

The purpose of the corporation is to engage in any lawful business for which corporations may be incorporated under Kentucky law.

Hanover Capital Mortgage Holdings, Inc. – FORBEARANCE, Dated as of January 16, 2019 (This Agreement), by and Among Ditech Holding Corporation, a Maryland Corporation (The Issuer), Each of the Undersigned Entities Listed as Guarantors (The Guarantors And, Together With the Issuer, the Note Parties), and Each of the Undersigned Beneficial Owners and/or Investment Advisors or Managers of Discretionary Accounts for the Holders or Beneficial Owners of the Notes (As Defined Below) (Collectively, the Holders). WHEREAS, the Issuer Is the Issuer Under That Certain Indenture, Dated as of February 9, 2018, Among the Issuer, the Guarantors and Wi (January 17th, 2019)

Hospitality Properites Trust – SECOND TRANSACTION AGREEMENT by and Among HOSPITALITY PROPERTIES TRUST, HPT TA PROPERTIES TRUST, HPT TA PROPERTIES LLC, HPT PSC PROPERTIES TRUST, HPT PSC PROPERTIES LLC, TRAVELCENTERS OF AMERICA LLC, TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC and TA OPERATING LLC JANUARY 16, 2019 (January 17th, 2019)

THIS SECOND TRANSACTION AGREEMENT is made as of January 16, 2019, by and among HOSPITALITY PROPERTIES TRUST, a Maryland real estate investment trust (HPT), HPT TA PROPERTIES TRUST, a Maryland real estate investment trust (HPT-TA Trust Landlord), HPT TA PROPERTIES LLC, a Maryland limited liability company (HPT-TA LLC Landlord and together with HPT-TA Trust Landlord, HPT-TA Landlord), HPT PSC PROPERTIES TRUST, a Maryland real estate investment trust (HPT-PSC Trust Landlord), HPT PSC PROPERTIES LLC, a Maryland limited liability company (HPT-PSC LLC Landlord and together with HPT-PSC Trust Landlord, HPT-PSC Landlord), TRAVELCENTERS OF AMERICA LLC, a Delaware limited liability company (TA LLC), TRAVELCENTERS OF AMERICA HOLDING COMPANY LLC, a Delaware limited liability company (TA Holding), and TA OPERATING LLC, a Delaware limited liability company (TA Tenant).

STERLING CONSOLIDATED Corp – Asset Purchase Agreement (January 17th, 2019)

THIS ASSET PURCHASE AGREEMENT dated as of January 14, 2019 by and between STERLING SEAL & SUPPLY, INC., a New Jersey corporation with an address at 1105 Green Grove Road, Neptune, New Jersey 07753 ("Buyer"), F & S DISTRIBUTORS, INC., a New Jersey corporation with an address at 55 Progress Place Unit 2, Jackson, New Jersey 08527 ("Seller"), James F. King ("Jim King"), an individual residing at 135 Greenlawns Drive, Lakewood, NJ 08701 and Jonathan D. King, an individual residing at 2207 Wilson Road, Point Pleasant, NJ 08742 ("Jon King" and collectively, with Jim King, the "Principal Shareholders"). Buyer, Seller and Principal Shareholders shall individually be referred to at times as a "Party" or together as the "Parties," and this Asset Purchase Agreement shall hereinafter be referred to as this "Agreement."

Trade Date Cusip Settlement Date Maturity Date Next Pay Date Call Type (1) Call Style (2) Rate Type/ Rate Sub-Type (3)(4) Next Call Date Coupon Pct Bank Par (January 17th, 2019)

Chimera Investment Corp. – Important Notice (January 17th, 2019)

Cvr Refining Lp – Cvr Energy, Inc. 2277 Plaza Drive, Suite 500 Sugar Land, Texas 77479 Notice of Election to Purchase Common Units Representing Limited Partner Interests of Cvr Refining, Lp January 18, 2019 (January 17th, 2019)

This document constitutes a Notice of Election to Purchase pursuant to Section 15.1(b) of the Partnership Agreement and serves as notice that CVR Energy, Inc., a Delaware corporation (CVI), has exercised its right pursuant to Section 15.1(b) of the Partnership Agreement (which right was previously assigned to CVI by CVR Refining GP, LLC, a Delaware limited liability company and the general partner of the Partnership (the General Partner)) to purchase all of the Limited Partner Interests Outstanding held by Persons other than the General Partner and its Affiliates.

CTI Industries Corporation – Subscription Agreement (January 17th, 2019)

THE SECURITIES OFFERED HEREBY OF CTI INDUSTRIES CORPORATION HAVE NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAWS. THE SECURITIES OFFERED HEREBY CANNOT BE SOLD, TRANSFERRED, ASSIGNED OR OTHERWISE DISPOSED OF EXCEPT IN COMPLIANCE WITH THE RESTRICTIONS ON TRANSFERABILITY CONTAINED IN THIS AGREEMENT AND APPLICABLE FEDERAL AND STATE SECURITIES LAWS AND WILL NOT BE TRANSFERRED OF RECORD EXCEPT IN COMPLIANCE WITH THIS AGREEMENT AND SUCH LAWS.

SEVENTH SUPPLEMENTAL INDENTURE Dated as of January 15, 2019 Among HOVNANIAN ENTERPRISES, INC. The Other Guarantors Party Hereto and WILMINGTON TRUST, NATIONAL ASSOCIATION as Trustee and Collateral Agent 10.500% Senior Secured Notes Due 2024 (January 17th, 2019)

THIS SEVENTH SUPPLEMENTAL INDENTURE (this "Seventh Supplemental Indenture"), entered into as of January 15, 2019 (the "Additional Securities Issue Date"), among K. Hovnanian Enterprises, Inc., a California corporation (the "Issuer"), Hovnanian Enterprises, Inc. (the "Company"), each of the other guarantors listed on Schedule I hereto (the "Subsidiary Guarantors" and, together with the Company, the "Guarantors") and Wilmington Trust, National Association, a national banking association, as Trustee (the "Trustee") and as Collateral Agent (the "Collateral Agent").

Drive Auto Receivables Trust 2019-1 – SALE AND SERVICING AGREEMENT by and Among DRIVE AUTO RECEIVABLES TRUST 2019-1, as Issuer SANTANDER DRIVE AUTO RECEIVABLES LLC, as Seller SANTANDER CONSUMER USA INC., as Servicer and WILMINGTON TRUST, NATIONAL ASSOCIATION, as Indenture Trustee Dated as of January 23, 2019 (January 17th, 2019)

Smart Trust 412 – Consent of Independent Registered Public Accounting Firm (January 17th, 2019)

We have issued our report dated January 17, 2019, with respect to the financial statement of Smart Trust 412 contained in Amendment No. 1 to the Registration Statement on Form S-6 (File No. 333-228419) and related Prospectus. We consent to the use of the aforementioned report in the Registration Statement and Prospectus, and to the use of our name as it appears under the caption "Independent Registered Public Accounting Firm".

Change in Control Agreement (January 17th, 2019)

THIS CHANGE IN CONTROL AGREEMENT (this Agreement) is entered into effective as of by and between DEAN FOODS COMPANY, a Delaware corporation (together with its subsidiaries, the Company), and (the Executive).

ASSET PURCHASE AGREEMENT Between SPECTRUM PHARMACEUTICALS, INC., as Seller, and ACROTECH BIOPHARMA LLC, as Buyer and AUROBINDO PHARMA USA, INC., as Parent Guarantor Dated as of January 17, 2019 (January 17th, 2019)

EpiCept Corporation – First Amendment Agreement (January 17th, 2019)

This First Amendment Agreement (this "Amendment") is made as of January 15, 2019 (the "Effective Date") by and between Immune Pharmaceuticals, Inc., a Delaware corporation (the "Company"), and Discover Growth Fund, LLC. ("Discover").

GM Financial Consumer Automobile Receivables Trust 2019-1 – ASSET REPRESENTATIONS REVIEW AGREEMENT Among GM FINANCIAL CONSUMER AUTOMOBILE RECEIVABLES TRUST 2019-1, Issuer GM FINANCIAL, Servicer and CLAYTON FIXED INCOME SERVICES LLC, Asset Representations Reviewer Dated as of January 16, 2019 (January 17th, 2019)

Hanover Capital Mortgage Holdings, Inc. – January 14, 2019 Ritesh Chaturbedi (January 17th, 2019)

Eighth Supplemental Indenture Dated as of November 29, 2018 to the Indenture Dated as Of (January 17th, 2019)

EIGHTH SUPPLEMENTAL INDENTURE (this "Supplemental Indenture"), dated as of November 29, 2018, between AmTrust Financial Services, Inc., a Delaware corporation (the "Company"), and The Bank of New York Mellon Trust Company, N.A. (the "Trustee"), as trustee under the Indenture, dated as of December 21, 2011, between the Company and the Trustee (the "Base Indenture"), as supplemented by the Fourth Supplemental Indenture thereto, dated as of December 15, 2014 (the "Fourth Supplemental Indenture" and, together with the Base Indenture, the "Indenture") relating to the issuance of the Company's 2.75% Convertible Senior Notes due 2044 (the "Securities"). Capitalized terms used herein and not otherwise defined herein have the meanings set forth in the Indenture referred to below.

Federal Home Loan Bank of Indianapolis – Trade Date CUSIP Settlement Date Maturity Date Next Pay Date Call Type1 Call Style2 Rate Type/ Rate Sub-Type3,4 Next Call/Amort Date Coupon Percent FHLBank Par ($) (January 17th, 2019)

StemCells, Inc. – PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT Microbot Medical Inc. (January 17th, 2019)

THIS PLACEMENT AGENT COMMON STOCK PURCHASE WARRANT (the "Warrant") certifies that, for value received, _____________ or its assigns (the "Holder") is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the six-month anniversary of the date hereof (the "Initial Exercise Date") and until on or prior to 5:00 p.m. (New York City time) on ______________1 (the "Termination Date") but not thereafter, to subscribe for and purchase from Microbot Medical Inc., a Delaware corporation (the "Company"), up to ______ shares (as subject to adjustment hereunder, the "Warrant Shares") of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant is being issued pursuant to that certain engagement letter, dated as of October 12, 2018, by and between the Company and H.C. Wainwright & Co., LLC.

First Amendment to Fifth Amended and Restated Credit Agreement (January 17th, 2019)

THIS FIRST AMENDMENT TO FIFTH AMENDED AND RESTATED CREDIT AGREEMENT (this "Amendment") is dated as of this 15th day of November, 2018, by and among BASSETT FURNITURE INDUSTRIES, INCORPORATED ("Borrower"), BASSETT FURNITURE INDUSTRIES OF NORTH CAROLINA, LLC, BASSETT DIRECT STORES, LLC, BASSETT DIRECT NC, LLC, BASSETT DIRECT SC, LLC (collectively, the "Guarantors") and BRANCH BANKING AND TRUST COMPANY (the "Bank").

GM Financial Consumer Automobile Receivables Trust 2019-1 – AMENDED AND RESTATED TRUST AGREEMENT Between AFS SENSUB CORP. Seller And (January 17th, 2019)

Seaspan Corporation – This TENTH SUPPLEMENTAL INDENTURE (This Tenth Supplemental Indenture), Dated as of January 15, 2019, Among SEASPAN CORPORATION, a Corporation Duly Organized and Existing Under the Laws of the Republic of the Marshall Islands (The Company), SEASPAN CAPITAL LTD., a Corporation Duly Organized and Existing Under the Laws of Canada (The Guaranteeing Subsidiary), Each of the Subsidiaries Listed on the Signature Pages Hereto as Guarantors (Collectively, the Guarantors) and THE BANK OF NEW YORK MELLON, as Trustee (The Trustee). (January 17th, 2019)