$FNMA 4.4. Valid Issuance. When issued in accordance with the terms of this Agreement, the Senior

Preferred Stock and the Warrant will be duly authorized, validly issued, fully paid and nonassessable, free and clear of all liens and preemptive rights. The shares of common stock to

which the holder of the Warrant is entitled have been duly and validly reserved for issuance.

http://www.fhfa.gov/webfiles/23898/seniorpref...ntfnm1.pdf