TRB is a limited liability company duly organized, validly existing and in good standing under the laws of the state of New York. TRB REIT is a limited liability company duly organized, validly existing and in good standing under the laws of the state of Delaware. Seller has full limited liability company power and authority to enter into this Agreement and the documents to be delivered hereunder, to carry out its obligations hereunder and to consummate the transactions contemplated hereby. This Agreement and the documents to be delivered hereunder have been duly authorized, executed and delivered by Seller, and (assuming due authorization, execution and delivery by Buyer, the Company and Indemnitor) this Agreement and the documents to be delivered hereunder constitute legal, valid and binding obligations of Seller, enforceable against Seller in accordance with their respective terms.