Power; Validity and Enforceability. The Corporation has full power and authority to enter into and perform this Agreement. The execution, delivery and performance of this Agreement by the Corporation has been duly and validly approved by the Corporation. This Agreement has been duly executed and delivered by the Corporation and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding agreement of the Corporation, enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Power; Validity and Enforceability. The CorporationCompany has fullall requisite corporate power and authority to enter into this Agreement, to perform its obligations hereunder and perform this Agreement. The execution, delivery and performance of thisto consummate the transactions contemplated hereby. This Agreement by the Corporation has been duly and validly approved by the Corporation. This Agreement has been dulyauthorized, executed and delivered by the Corporation and, assumingCompany and constitutes the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding agreement of the Corporation,Company, enforceable against the Corporationit in accordance with its terms, except as enforcement thereofenforceability may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratoriumreorganization or other similar laws relating to or affecting the enforcement of creditors’creditors’ rights generally and except as enforcement thereof is subject toor general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).equity.

Power; Validity and Enforceability. The CorporationPurchaser has full power and authority to enter into and perform this Agreement. TheIf Purchaser is an entity, the execution, delivery and performance of this Agreement by the CorporationPurchaser has been duly and validly approved by the Corporation.Purchaser. This Agreement has been duly executed and delivered by the CorporationPurchaser and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding agreement of the Corporation,Purchaser, enforceable against the CorporationPurchaser in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Power; Validity and Enforceability.Authority. The Corporation represents, covenants and agrees that it has fullthe corporate power and authority to enter into this Agreement and performto carry out its obligations under this Agreement. The execution, delivery and performance of this Agreement and the consummation of the transactions contemplated by this Agreement have been duly authorized by the Corporation has been duly and validly approved byBoard of Directors of the Corporation. This Agreement has been duly executed and delivered by the Corporation and, assuming the due authorization, execution and delivery hereof by the other parties hereto, constitutesis a legal, valid and binding agreementobligation of the Corporation,Corporation and is enforceable against the Corporation in accordance with its terms, except as enforcement thereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws relating to or affecting enforcement of creditors’ rights generally and except as enforcement thereof is subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).terms.