The Buyer has full power and authority to execute and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer of this Agreement and Transaction Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized. This Agreement constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, and the Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.

Authorization. Buyer has fullall requisite power and authority to executeexecute, deliver and deliverperform its obligations under this Agreement and the other Transaction Documents to which it is a party and to perform its obligationsconsummate the transactions contemplated hereunder and thereunder. The executionexecution, delivery and performance of this Agreement and the other Transaction Documents to which Buyer is a party have been duly authorized by Buyer. All actions and proceedings required to be taken by or on the part of Buyer to authorize and permit the execution, delivery and performance by the Buyer of this Agreement and the other Transaction Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactions contemplated hereby and therebyparty have been duly authorized.and properly taken. This Agreement constituteshas been, and each other Transaction Document to which Buyer is a party will be, duly executed and delivered by Buyer. This Agreement constitutes, and each Transaction Document to which Buyer is a party will constitute, when so duly executed and delivered, a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, in each case subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the Transaction Documents to which the Buyereffect of general principles of equity (regardless of whether such enforceability is considered in a party, when executed and delivered by the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyerproceeding in accordance with their respective terms.equity or at law).

Power and Authority. Buyer has fullall requisite power and authorityauthority, and has taken all action necessary, to execute and deliver this Agreement and the Transaction Documentsother instruments referred to which it is a partyherein, to consummate the transactions contemplated hereby and to perform its obligations hereunderhereunder. Each of the documents and thereunder. The executionother such instruments have been duly authorized, executed and deliverydelivered by the Buyer of this Agreement and Transaction Documents to which it is a party,constitute the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized. This Agreement constitutes alegal, valid and binding obligationobligations of the Buyer,Buyer enforceable against the Buyer in accordance with its terms, and the Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.

Buyer has fullall right, power and authority to execute and deliverenter into this Agreement and to consummate the Transaction Documents to which it is a partytransactions contemplated hereby. This Agreement has been duly executed and to perform its obligations hereunder and thereunder. The execution and deliverydelivered by the Buyer of this Agreement and Transaction Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized. This Agreement constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, and the Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.Buyer.

Section # Power and Authority. The BuyerPurchaser has fullall requisite power and authorityauthority, corporate or otherwise, to executeenter into and deliver this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunderconsummate the transactions contemplated hereby and thereunder.thereby. The executionexecution, delivery and delivery by the Buyerperformance of this Agreement and the Transaction Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunderPurchaser and the consummation by the Buyer of the transactions contemplated hereby and therebythereby, have been duly authorized.authorized by all necessary action, and no other action or proceeding on the part of such Purchaser is necessary to authorize the execution, delivery and performance by such Purchaser of this Agreement and the Transaction Documents and the consummation by such Purchaser of the transactions contemplated hereby and thereby. This Agreement constitutes aand each of the Transaction Documents have been duly executed and delivered by the Purchaser and constitute the legal, valid and binding obligation of the Buyer,such Purchaser, enforceable against the Buyer in accordance with its terms, and the Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyerit in accordance with their respective terms.

The Buyer has fullthe requisite corporate power and authority necessary to executeenter into and deliverperform its obligations under this Agreement and the other Transaction Documents to which itthe Buyer is (or will be) a party and to perform its obligations hereunderconsummate the transactions contemplated hereby and thereunder. The executionthereby and the execution, delivery by the Buyerand performance of this Agreement and such other Transaction Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactions contemplated herebyherein and therebytherein have been duly authorized.and validly authorized by all requisite corporate action on the part of the Buyer. This Agreement constitutes a validhas been duly and binding obligation of the Buyer, enforceable againstvalidly executed and delivered by the Buyer in accordance with its terms,and each other Transaction Document required to be executed and delivered by the Seller at the Closing will be duly and validly executed and delivered by the Buyer at the Closing. This Agreement and the other Transaction Documents to which the BuyerSeller is (or will be) a party, when executed and delivered byparty constitute the Buyer, will constitutelegal, valid and binding obligations of the Buyer,Seller, enforceable against the Buyer in accordance with their respective terms.terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or general principles of equity.

Buyer has fullall right, power and authority to execute and deliverenter into this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer of this Agreement and Transaction Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer ofconsummate the transactions contemplated hereby and thereby havehereby. This Agreement has been duly authorized. This Agreementexecuted and delivered by the Seller and constitutes a legal, valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, and the Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.Buyer.

. Buyer has fullall requisite power and authority to execute and deliver this Agreement and the TransactionAncillary Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer of this Agreement and Transaction Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer ofconsummate the transactions contemplated hereby and thereby have been duly authorized. This Agreement constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, and the Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.thereby.

Authority of Buyer. This Agreement and each of the Transaction Documentsagreements and other documents and instruments delivered or to which it is a party andbe delivered by Buyer pursuant to perform its obligations hereunder and thereunder. The execution and delivery by the Buyeror in contemplation of this Agreement and Transaction Documents to which it is a party,will constitute, when so delivered, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactions contemplated hereby and thereby have been duly authorized. This Agreement constitutes a valid and binding obligation of the Buyer,Buyer and shall be enforceable against the Buyer in accordance with its terms, and the Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.terms, except as enforceability may be limited by applicable equitable principles (whether applied in a proceeding at law or in equity) or by bankruptcy, insolvency, reorganization, moratorium, or similar laws affecting creditors' rights generally, by the exercise of judicial discretion in accordance with general equitable principles, and by equitable defenses that may be applied to the remedy of specific performance. The execution, delivery and performance of this Agreement and each such agreement, document and instrument has been duly authorized by all necessary corporate action of Buyer and is within Buyer's corporate powers. The execution, delivery and performance of any such agreement, document or instrument by Buyer and the execution, delivery and performance of this Agreement or any other agreement, document or instrument by the Buyer does not and will not with the passage of time or the giving of notice or both:

Buyer has fullall requisite power and authority to executeconsummate the transaction contemplated by this Agreement and deliverhas by proper proceedings duly authorized the execution and delivery of this Agreement and the Transaction Documents to which it is a party and to perform its obligations hereunder and thereunder. The execution and delivery by the Buyer of this Agreement and Transaction Documents to which it is a party, the performance by the Buyer of its obligations hereunder and thereunder and the consummation by the Buyer of the transactionstransaction contemplated hereby and thereby have been duly authorized. This Agreement constitutes a valid and binding obligation of the Buyer, enforceable against the Buyer in accordance with its terms, and the Transaction Documents to which the Buyer is a party, when executed and delivered by the Buyer, will constitute valid and binding obligations of the Buyer, enforceable against the Buyer in accordance with their respective terms.hereby.