Authorization; Binding Agreement. If such Stockholder is not an individual, such Stockholder is duly organized and validly existing in good standing under the Laws of the jurisdiction in which it is incorporated or constituted and the consummation of the transactions contemplated hereby are within such Stockholder’s entity powers and have been duly authorized by all necessary entity actions on the part of such Stockholder, and such Stockholder has full power and authority to execute, deliver and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by such Stockholder and, assuming the due authorization, execution and delivery by Parent and Merger Sub, constitutes a valid and binding obligation of such Stockholder enforceable against such Stockholder in accordance with its terms, subject to the Bankruptcy, Equity and Indemnity Exception. No other action of such Stockholder is necessary to authorize this Agreement.

Authorization; Binding Agreement. Buyer has full power and authority to execute, deliver and perform this Agreement and to consummate the transactions contemplated hereby. Buyer has duly and validly executed and delivered this Agreement and, assuming due authorization, execution and delivery by the Shareholders, this Agreement constitutes its legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws affecting creditors’ rights and by general principles of equity (whether applied in a proceeding at law or in equity).

The Company has the requisite power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transaction. The execution, delivery and performance by the Company of the Transaction Agreements, and the consummation by it of the Merger, have been duly authorized and approved by the Company’s board of directors, and except for obtaining the Stockholder Approval, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Merger. Each of the Transaction Agreements to which the Company is a party has been or will be at or prior to the Closing, duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties thereto) each such Transaction Agreement, when so executed and delivered, will constitute, the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject to applicable Equitable Principles.

Authorization of this Agreement. This Agreement and the Master Forward Confirmation have been duly authorized, executed and delivered by or on behalf of the Selling Stockholder.

Authorization of this Agreement. The USMS represents that this Agreement has been duly authorized, validly executed, and delivered by the USMS, and assuming due authorization, execution, and delivery of this Agreement by the Purchaser, constitutes a valid and binding obligation of the United States, enforceable against the United States in accordance with its terms.

Authorization of Guaranty Agreement. The execution and delivery by Guarantor of this Guaranty Agreement and the performance by Guarantor of its obligations under this Guaranty Agreement have been duly authorized by all necessary action on the part of Guarantor.

Authorization. The Ceding Company has all requisite corporate power to enter into, consummate the transactions contemplated by and carry out its obligations under, this Agreement. The execution and delivery by the Ceding Company of this Agreement, and the consummation by the Ceding Company of the transactions contemplated by, and the performance by the Ceding Company of its obligations under, this Agreement have been duly authorized by all requisite corporate action on the part of the Ceding Company. This Agreement has been duly executed and delivered by the Ceding Company, and (assuming due authorization, execution and delivery by the Reinsurer) this Agreement constitutes the legal, valid and binding obligation of the Ceding Company, enforceable against it in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws relating to or affecting creditors’ rights generally.

Authorization. The Parties represent and warrant that they have read and understand the contents of this Agreement, they have had an opportunity to consult with counsel before signing this Agreement, and they have executed this Agreement knowingly and voluntarily. The individuals executing this Agreement represent and warrant that they are authorized to execute this Agreement on behalf of their respective Party and this Agreement will be binding on each such Party. This Agreement may be executed on behalf of any Party by the Party’s counsel with the same force and effect as if the Party had personally executed the Agreement.

Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents and the transactions contemplated hereby and thereby # are within the organizational authority of each of the Borrowers, # have been duly authorized by all necessary organizational proceedings on the part of each of the Borrowers, # do not materially conflict with or result in any material breach or contravention of any provision of Law, statute, rule or regulation to which any of the Borrowers is subject or any judgment, order, writ, injunction, license or permit applicable to any of the Borrowers, and # do not conflict with any provision of the corporate charter, bylaws or constitutional documents of any of the Borrowers or any material agreement or other material instrument binding upon any of the Borrowers.

Authorization. Borrower shall execute and deliver reasonably satisfactory evidence to [[Wells Fargo:Organization]] that all Additional Loan Documents executed by such party have been validly and duly executed, that the execution and delivery of such documents is properly authorized, and that such Additional Loan Documents are enforceable against such parties in accordance with their respective terms.