Power and Authority; Due Authorization. It has duly authorized by all necessary corporate action the execution, delivery and performance of this Agreement.

Power and Authority; Due Authorization. The Borrower # has all necessary power, authority and legal right to # execute and deliver the Borrower Basic Documents, # carry out the terms of the Borrower Basic Documents and # grant the security interest in the Collateral on the terms and conditions herein provided and # has duly authorized by all necessary limited liability company action the execution, delivery and performance of the Borrower Basic Documents and the grant of the security interest in the Collateral on the terms and conditions herein and therein provided.

Power and Authority; Due Authorization. The Servicer # has all necessary power, authority and legal right to # execute and deliver the Servicer Basic Documents and # carry out the terms of the Servicer Basic Documents and # has duly authorized by all necessary corporate action the execution, delivery and performance of the Servicer Basic Documents.

Power and Authority; Due Authorization. It # has all necessary power and authority to execute, deliver and carry out the terms of the Basic Documents to which it is a party and # has duly authorized by all necessary action on its part the execution, delivery and performance of such Basic Documents.

Corporate Power and Authority: Due Authorization. Cahas has all appropriate power and authority to execute and deliver this Agreement and to consummate all the transactions contemplated herein. No other proceedings on the part of Cahas are necessary to approve and authorize the execution and delivety of this Agreement and the consummation of the contemplated transactions. Assuming that this Agreement and each of Cahas’s Transaction Documents constitutes a valid and binding agreement of MTWD, this Agreement and each document generated and executed as a part of the contemplated transactions will constitute, when executed and delivered, a valid and binding agreement of’ Cahast enforceable against Cahas in accordance with its terms, subject to laws of general application in effect affecting creditors’ rights and subject to the exercise of judicial discretion in accordance with general equitable principles.

Due Organization, Authorization; Power and Authority. Co-Borrower is duly existing and in good standing as a Registered Organization in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business or its ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Co-Borrower’s business. In connection with this Agreement, Co-Borrower has delivered to Bank a completed certificate signed by Co-Borrower, entitled “Perfection Certificate” (the “Perfection Certificate”). Co-Borrower represents and warrants to Bank that # Co-Borrower’s exact legal name is that indicated on the Perfection Certificate and on the signature page hereof; # Co-Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; # the Perfection Certificate accurately sets forth Co-Borrower’s organizational identification number or accurately states that Co-Borrower has none; # the Perfection Certificate accurately sets forth Co-Borrower’s place of business, or, if more than one, its chief executive office as well as Co-Borrower’s mailing address (if different than its chief executive office); # Co-Borrower (and each of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizational number assigned by its jurisdiction; and # all other information set forth on the Perfection Certificate pertaining to Co-Borrower and each of its Subsidiaries is accurate and complete (it being understood and agreed that Co-Borrower may from time to time update certain information in the Perfection Certificate after the Effective Date to the extent permitted by one or more specific provisions in this Agreement). If Co-Borrower is not now a Registered Organization but later becomes one, Co-Borrower shall promptly notify Bank of such occurrence and provide Bank with Co-Borrower’s organizational identification number.

Authority. If Tenant is a corporation, trust or partnership, Tenant hereby represents and warrants that Tenant is a duly formed and existing entity qualified to do business in the State of California and that Tenant has full right and authority to execute and deliver this Lease and that each person signing on behalf of Tenant is authorized to do so.

Authority. The Company has the corporate power and authority to execute and deliver this Agreement and to carry out its obligations hereunder. The execution, delivery and performance by the Company of this Agreement and the consummation of the Exchange have been duly authorized by all necessary corporate action on the part of the Company, and no further approval or authorization is required on the part of the Company. This Agreement will be valid and binding on the Company and enforceable against the Company in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer or conveyance, moratorium or similar laws affecting the enforcement of creditors rights generally and general equitable principles, regardless of whether such enforceability is considered in a proceeding at law or in equity.

Authority. In determining whether to approve or deny any claim or any appeal from a denied claim, the Plan Administrator shall exercise its discretionary authority to interpret the Plan and the facts presented with respect to the claim, and its discretionary authority to determine eligibility for benefits under the Plan. Any approval or denial shall be final and conclusive upon all persons.

Authority. The Company represents and warrants that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that Employee has the capacity to act on Employee’s own behalf and on behalf of all who might claim through Employee to bind them to the terms and conditions of this Agreement. Each party to this Agreement warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or against any of the claims or causes of action released herein.