LXRT has all requisite authority and power, Licenses, authorizations, consents and approvals to enter into and deliver this Agreement and any of the other Transaction Documents to which LXRT is a party and any other certificate, agreement, document or instrument to be executed and delivered by LXRT in connection with the transactions contemplated hereby and thereby and to perform their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby.  The execution and delivery of this Agreement and the other Transaction Documents by LXRT and the performance by LXRT of its respective obligations hereunder and thereunder and the consummation by LXRT of the transactions contemplated hereby and thereby have been duly authorized by all necessary action on the part of LXRT.   LXRT is not required to give any notice to, make any filing with, or obtain any authorization, consent or approval of any Person or Governmental Authority in order for the Parties to execute, deliver or perform this Agreement or the transactions contemplated hereby.  This Agreement has been, and each of the Transaction Documents to which LXRT is a party will be, duly and validly authorized and approved, executed and delivered by LXRT.