Authorization. The ​ has all requisite corporate power to enter into, consummate the transactions contemplated by, and carry out its obligations under, this Agreement and the Related Agreements. The execution and delivery by the ​ of this Agreement and the Related Agreements and the consummation by the ​ of the transactions contemplated by, and the performance by the ​ of its obligations under, this Agreement and the Related Agreements have been duly authorized by all requisite corporate action on the part of the ​. Each of this Agreement and the Related Agreements has been duly executed and delivered by the ​, and (assuming due authorization, execution and delivery by the ​ and any other party thereto) each of this Agreement and the Related Agreements constitutes the legal, valid and binding obligation of the ​, 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 _Receiver:​ has all requisite corporate power to enter into, consummate the transactions contemplated by,by and carry out its obligations under, this Agreement and the Related Agreements.Trust Agreement. The execution and delivery by the _Receiver:​ of this Agreement and the Related AgreementsAgreement, and the consummation by the _Receiver:​ of the transactions contemplated by, and the performance by the _Receiver:​ of its obligations under, this Agreement and the Related AgreementsTrust Agreement have been duly authorized by all requisite corporate action on the part of the _Receiver:​. Each of this Agreement and the Related AgreementsTrust Agreement has been duly executed and delivered by the _Receiver:​, and (assuming due authorization, execution and delivery by the _Organization A:​ and any other party thereto) each of this Agreement and the Related AgreementsTrust Agreement constitutes the legal, valid and binding obligation of the _Receiver:​, 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.

Authority of ​. ​ has all requisitenecessary corporate power and authority to enter into,into this Agreement and the other Transaction Documents to which ​ is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated by,hereby and carry out its obligations under, this Agreement and the Related Agreements.thereby. The execution and delivery by the _Receiver:​ of this Agreement and any other Transaction Document to which ​ is a party, the Related Agreementsperformance by ​ of its obligations hereunder and thereunder and the consummation by the _Receiver:​ of the transactions contemplated by,hereby and the performance by the ​ of its obligations under, this Agreement and the Related Agreementsthereby have been duly authorized by all requisite corporate action on the part of the _Receiver:​. Each of thisThis Agreement and the Related Agreements has been duly executed and delivered by the _Receiver:​, and (assuming due authorization, execution and delivery by the ​ and any other party thereto) each ofPurchaser) this Agreement and the Related Agreements constitutes thea legal, valid and binding obligation of the _Receiver:​, enforceable against ​ in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). When each other Transaction Document to which ​ is or will be a party has been duly executed and delivered by ​ (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of ​ enforceable against it in accordance with its terms, subject to the effect of any applicableexcept as such enforceability may be limited by bankruptcy, insolvency, reorganization, insolvency, moratorium,moratorium or similar Laws relating toaffecting creditors' rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or affecting creditors’ rights generally.in equity.

Authorization; Enforcement. ​ has allthe requisite corporate power and authority to enter into,into and to consummate the transactions contemplated by,by this Agreement, and otherwise to carry out its obligations under, this Agreementhereunder and the Related Agreements.thereunder. The execution and delivery of the Agreement by the _Receiver:​ of this Agreement and the Related Agreements and the consummation by the ​it of the transactions contemplated by,hereby and the performance by the ​ of its obligations under, this Agreement and the Related Agreementsthereby have been duly authorized by all requisite corporatenecessary action on the part of the ​. Each of this Agreement and the Related Agreements has been duly executed and delivered by the ​, and (assuming due authorization, execution and delivery by the ​ and any other party thereto) each of thisno further action is required by ​. This Agreement andhas been (or upon delivery will have been) duly executed by ​ and, when delivered in accordance with the Related Agreements constitutesterms hereof, will constitute the legal, valid and binding obligation of the ​,​ enforceable against it​ in accordance with its terms, subjectexcept: # as limited by general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, # as limited by laws relating to the effectavailability of anyspecific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable bankruptcy, reorganization, insolvency, moratorium, or similar Laws relating to or affecting creditors’ rights generally.law.

#​ has all requisitenecessary corporate power and authority to enter into,into this Agreement and, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated by, and carry out its obligations under, this Agreement and the Related Agreements.hereby. The execution and delivery by the _Receiver:​ of this AgreementAgreement, the performance by ​ of its obligations hereunder and the Related Agreementsthereunder and the consummation by the _Receiver:​ of the transactions contemplated by,hereby and the performance by the ​ of its obligations under, this Agreement and the Related Agreementsthereby have been duly authorized by all requisite corporate action on the part of the ​. Each of this Agreement and the Related Agreements has been duly executed and delivered by the ​, and (assuming due authorization, execution and delivery by the organization" data-ad-field-json='{"name":"Organization A","type":"organization","canGuess":{"name":false,"type":false}}'>​Organization_; and any other party thereto) each of this Agreement and the Related Agreements constitutes the legal, valid and binding obligation of the ​, 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.

#​ has all requisitenecessary corporate power and authority to enter into,into this Agreement and, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated by,hereby and carry out its obligations under, this Agreement and the Related Agreements.thereby. The execution and delivery by the _Receiver:​ of this AgreementAgreement, the performance by ​ of its obligations hereunder and the Related Agreementsthereunder and the consummation by the _Receiver:​ of the transactions contemplated by,hereby and the performance by the ​ of its obligations under, this Agreement and the Related Agreementsthereby have been duly authorized by all requisite corporate action on the part of the ​. Each of this Agreement and the Related Agreements has been duly executed and delivered by the ​, and (assuming due authorization, execution and delivery by the A" data-ad-field-type="organization" data-ad-field-json='{"name":"Organization A","type":"organization","canGuess":{"name":false,"type":false}}'>​ and any other party thereto) each of this Agreement and the Related Agreements constitutes the legal, valid and binding obligation of the ​, 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.B:Organization_.