Authorization. The [[Organization A:Organization]] has all requisite corporate power to enter into, consummate the transactions contemplated by and carry out its obligations under, this Agreement and the Trust Agreement. The execution and delivery by the [[Organization A:Organization]] of this Agreement, and the consummation by the [[Organization A:Organization]] of the transactions contemplated by, and the performance by the [[Organization A:Organization]] of its obligations under, this Agreement and the Trust Agreement have been duly authorized by all requisite corporate action on the part of the [[Organization A:Organization]]. Each of this Agreement and the Trust Agreement has been duly executed and delivered by the [[Organization A:Organization]], and (assuming due authorization, execution and delivery by the ​ and any other party thereto) each of this Agreement and the Trust Agreement constitutes the legal, valid and binding obligation of the [[Organization A:Organization]], 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 [[Organization A:Organization]]. [[Organization A:Organization]] has all necessary corporate power and authority to enter into this Agreement and the other Transaction Documents to which [[Organization A:Organization]] is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by [[Organization A:Organization]] of this Agreement and any other Transaction Document to which [[Organization A:Organization]] is a party, the performance by [[Organization A:Organization]] of its obligations hereunder and thereunder and the consummation by [[Organization A:Organization]] of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of [[Organization A:Organization]]. This Agreement has been duly executed and delivered by [[Organization A:Organization]], and (assuming due authorization, execution and delivery by Purchaser) this Agreement constitutes a legal, valid and binding obligation of [[Organization A:Organization]], enforceable against [[Organization A:Organization]] 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 [[Organization A:Organization]] is or will be a party has been duly executed and delivered by [[Organization A:Organization]] (assuming due authorization, execution and delivery by each other party thereto), such Transaction Document will constitute a legal and binding obligation of [[Organization A:Organization]] enforceable against it 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.

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 [[Organization A: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.

Authorization; Enforcement. [[Organization A:Organization]] has the requisite corporate power and authority to enter into and to consummate the transactions contemplated by this Agreement, and otherwise to carry out its obligations hereunder and thereunder. The execution and delivery of the Agreement by [[Organization A:Organization]] and the consummation by it of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of [[Organization A:Organization]] and no further action is required by [[Organization A:Organization]]. This Agreement has been (or upon delivery will have been) duly executed by [[Organization A:Organization]] and, when delivered in accordance with the terms hereof, will constitute the valid and binding obligation of [[Organization A:Organization]] enforceable against [[Organization A:Organization]] in accordance with its terms, except: # 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 availability of specific performance, injunctive relief or other equitable remedies and # insofar as indemnification and contribution provisions may be limited by applicable law.

#[[Organization A:Organization]] has all necessary corporate power and authority to enter into this Agreement and, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The execution and delivery by [[Organization A:Organization]] of this Agreement, the performance by [[Organization A:Organization]] of its obligations hereunder and thereunder and the consummation by [[Organization A:Organization]] of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of [[Organization A:Organization]]; and

#[[Organization B:Organization]] has all necessary corporate power and authority to enter into this Agreement and, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by [[Organization B:Organization]] of this Agreement, the performance by [[Organization B:Organization]] of its obligations hereunder and thereunder and the consummation by [[Organization B:Organization]] of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of [[Organization B:Organization]].

SECTION # Authority; Execution and Delivery; Enforceability. [[Organization A:Organization]] has all requisite corporate power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery by [[Organization A:Organization]] of this Agreement and the consummation by [[Organization A:Organization]] of the Transactions have been duly authorized and approved by the Board of [[Organization A:Organization]] and no other corporate proceedings on the part of [[Organization A:Organization]] are necessary to authorize this Agreement and the Transactions. When executed and delivered, this Agreement will be enforceable against [[Organization A:Organization]] in accordance with its terms, subject to bankruptcy, insolvency and similar laws of general applicability as to which [[Organization A:Organization]] is subject.

Corporate Power and Authority. [[Organization A:Organization]] has all requisite power and authority to enter into and perform this Agreement and to carry out its obligations under this Agreement. This Agreement and the transactions contemplated by this Agreement have been duly and validly authorized by all necessary Board of Director action on the part of [[Organization A:Organization]]. This Agreement has been duly executed and delivered and constitutes the legal, valid and binding obligation of [[Organization A:Organization]].