Authorization; Enforceable Obligations. The Receiver has all requisite power, authority and legal right necessary to execute and deliver this Agreement and each of the other Definitive Agreements to which it is or will be a party and, subject to the entry of the Final Order Approving this Agreement and approval of the Receivership Court, to perform and carry out the transactions contemplated hereby pursuant to the terms and conditions hereof. Upon the Final Order Approving this Agreement, (i) no other or further authorization or approval from any party will be required in connection with the execution and delivery by the Receiver of this Agreement and each of the other Definitive Agreements, and (ii) this Agreement and each of the other Definitive Agreements will be legal, valid, and binding obligations of the Receiver, enforceable in accordance with their terms.
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