Organization and Good Standing. Such party is and will remain a legal entity duly organized, validly existing and in good standing under the laws of its jurisdiction of organization; (b) Authorization. The execution and delivery of this Agreement has been authorized by all requisite action. This Agreement is and will remain a valid and binding obligation of such party, enforceable in accordance with its terms, subject to any applicable laws with respect to bankruptcy, insolvency and the relief of debtors;

Organization, Standing and Authority. Such party is a corporation, limited liability company or limited partnership, as the case may be, validly existing and in good standing under the jurisdiction of its organization and has the corporate, limited liability company or limited partnership power and authority, as the case may be, to execute and deliver this Agreement and, subject to the terms and conditions hereof, to carry out its obligations hereunder.

Such party is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and has all requisite power and authority to enter into and perform its obligations under this Agreement.