Organization and Requisite Authority. The Purchaser possesses all requisite power and authority necessary to carry out the transactions contemplated by this Agreement.

Organization, Authority and Requisite Authority.Power. The Purchaser possesses allis duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has the requisite power and authority necessary to carry outenter into this Agreement, to consummate each of the transactions and undertakings contemplated hereby, and to perform all the terms and conditions hereof to be performed by this Agreement.it. The execution, delivery and performance of the Transaction Documents to which the Purchaser is a party and consummation of each of the transactions and undertakings contemplated hereby and thereby have been duly authorized by all requisite action on its part under the Purchaser’s constituent or governing documents and applicable law.

Power and Requisite Authority. The Purchaser possesses all requisitehas the power and authority necessaryto enter into this Agreement and to carry out the transactions contemplated by this Agreement.its obligations hereunder.

Requisite Power and Requisite Authority. The Purchaser possesseshas all requisite corporate power and authority necessaryto execute and deliver this Agreement, to consummate the transactions and perform its obligations contemplated hereby and thereby, and to carry out the transactions contemplatedprovisions of this Agreement. Upon its execution and delivery, this Agreement to which it is a party will be valid and binding obligations of the Purchaser, enforceable in accordance with their respective terms, except # as limited by this Agreement.applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights and # as limited by general principles of equity that restrict the availability of equitable remedies.

Authority. The Purchaser possesseshas all requisite capacity, power and authority necessary to carry outenter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Purchaser of this Agreement.Agreement and the consummation by the Purchaser of the transactions contemplated hereby have been duly authorized by all requisite corporate or other action on the part of the Purchaser. This Agreement has been duly executed and delivered by the Purchaser and constitutes legal, valid and binding obligations of the Purchaser, enforceable against the Purchaser in accordance with their respective terms, subject to applicable Law.

Organization; Authority; Enforceability. Purchaser is duly organized and Requisite Authority. Thevalidly existing under the laws of its jurisdiction of organization. Purchaser possesses all requisitehas the necessary company power and authority necessaryauthority, and has taken all company action necessary, to carry out the transactions contemplatedexecute and deliver this Agreement, and all other documents and agreements executed or to be executed by it under or in connection with this Agreement.Agreement, and to perform its obligations hereunder and thereunder. This Agreement does, and all other documents and agreements to be executed by Purchaser as