Authority. The execution, delivery and performance by [[Organization B:Organization]] of each of this Agreement and the Note (collectively, the "Transaction Documents"), and the consummation of the transactions contemplated hereby and thereby # are within the corporate authority of [[Organization B:Organization]] and # have been duly authorized by all necessary actions on the part of [[Organization B:Organization]].

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.

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.

The execution, delivery and performance by the [[Organization A:Organization]] of this Agreement and the Notes are within the [[Organization A:Organization]]’s corporate powers, have been duly authorized by all necessary corporate action, and do not contravene # the [[Organization A:Organization]]’s charter or by-laws or # applicable law or any material contractual restriction binding on or affecting the [[Organization A:Organization]].